Representations and Warranties of CPI. CPI hereby represents and warrants to the Stockholders as follows:
Representations and Warranties of CPI. Except as set forth in the disclosure letter attached hereto as Exhibit A (the "CPI Disclosure Letter"), CPI hereby represents and warrants to Parent and CPI Merger Sub that:
Representations and Warranties of CPI. 16 (a) Organization, Good Standing and Qualification................................16 (b)
Representations and Warranties of CPI. CPI hereby represents and warrants:
(a) CPI (and the undersigned representative of CPI, if any) has full power, authority and legal right to execute this Agreement and observe all of the terms of this Agreement on CPI's part to be performed.
(b) CPI (i) is duly organized, validly existing and in good standing under the laws of its state of organization or incorporation; (ii) is duly qualified to transact business and is in good standing in each state(s) or commonwealth(s) where it does business; and (iii) has all necessary approvals, governmental and otherwise, and full power and authority to carry on its business as now conducted and proposed to be conducted.
(c) The execution, delivery and performance of this Agreement (i) are within the power of CPI; (ii) have been authorized by all requisite action; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violate, conflict with, result in a breach of or constitute (with notice or lapse of time, or both) a default under any provision of law, any order or judgment of any court of governmental authority, or any indenture, agreement or other instrument to which CPI is a party or by which it or any of its assets is or may be bound or affected; (v) will not require any authorization or license from, or any filing with, any governmental or other body; and (vi) constitutes the legal, valid and binding obligations of CPI, enforceable against CPI in accordance with their respective terms, except as may be limited by (A) bankruptcy, insolvency or other similar laws affecting the rights of creditors generally, and (B) general principles of equity (regardless of whether considered in a proceeding in equity or at law).
Representations and Warranties of CPI. CPI represents and warrants to Rodamco and its successors and assigns that:
SECTION 5.01. The factual statements contained in paragraph B of the Preliminary Statement are true, correct and complete in all material respects.
(a) CPI is a voluntary association of the type commonly known as a business trust duly organized and existing under the laws of the Commonwealth of Massachusetts, and is authorized to own its property and conduct its business in each jurisdiction where it is required to be so authorized, except to the extent the
Representations and Warranties of CPI. The representations and warranties of CPI set forth in or required by this Agreement and the CPI Disclosure Schedule shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except as otherwise contemplated by this Agreement. TaxMasters shall have received a certificate signed by an officer of CPI, to such effect on the Closing Date.
Representations and Warranties of CPI. CPI he represents and warrants to BMS that:
(a) Each of the RDI/CPI License Agreement and the WSURF/CPI License Agreement is in full force and effect; CPI has complied with all provisions of each such agreement; there does not exist any event of default with respect to CPI under any said agreement which, after notice or lapse of time or both, would constitute an event of default with respect to CPI under said agreement; and CPI has no knowledge of any breach or anticipated breach by any other party to any said agreement;
(b) CPI has all consents necessary to grant the rights and licenses granted to BMS under this Agreement;
(c) Without having conducted any investigation, to the best of CPI's knowledge, all of the patents constituting part of the RDI-Intellectual Property Rights or the WSURF-Technology in existence on the Effective Date are valid and enforceable and have been maintained to date; and
(d) CPI has not entered into any agreement with any Third Party which is in conflict with the rights granted to BMS pursuant to this Agreement.
Representations and Warranties of CPI. Except as set forth in the correspondingly numbered section of the disclosure schedule attached hereto as Schedule 1 and incorporated herein by this reference (the "Disclosure Schedule"), CPI and CII hereby represent and warrant to TBA and Merger Sub as follows:
Representations and Warranties of CPI. CPI hereby represents and warrants to each Shareholder that it has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by CPI, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of CPI. This Agreement has been duly executed and delivered by CPI and constitutes a valid and binding obligation of CPI enforceable against it in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, (i) conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of, the Articles of Incorporation or By-Laws of CPI, or any agreement or instrument applicable to CPI, (ii) require any filing with, or permit, authorization, consent or approval of, any federal, state or local government or any court, tribunal, administrative agency or other governmental authority, domestic, foreign or transnational, or (iii) violate any judgment, order, writ, injunction, decree, statute, rule or regulation applicable to CPI or any of its property or assets.
Representations and Warranties of CPI. CPI hereby warrants and represents as follows:
