REPRESENTATIONS AND WARRANTIES OF CRA. 11 (a) ORGANIZATION, QUALIFICATION, AND CORPORATE POWER..........11 (b) CAPITALIZATION OF CRA AND ITS SUBSIDIARIES................11 (c) AUTHORIZATION OF TRANSACTION..............................12 (d) NONCONTRAVENTION..........................................12 (e) FILINGS WITH THE SEC......................................13 (f)
REPRESENTATIONS AND WARRANTIES OF CRA. CRA represents and warrants to the Merger Sub and SSI that the statements contained in this ss.3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this ss.3), except as set forth in the disclosure schedule delivered concurrently with this Agreement (the "DISCLOSURE SCHEDULE"). The Disclosure Schedule of CRA will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this ss.3.
REPRESENTATIONS AND WARRANTIES OF CRA. CRA represents and warrants to OSI that (a) CRA is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder, (b) the execution and delivery of this Agreement by CRA and the consummation by CRA of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of CRA and no other corporate proceedings on the part of CRA are necessary to authorize this Agreement or any of the transactions contemplated hereby, (d) this Agreement has been duly executed and delivered by CRA and constitutes a valid and binding obligation of CRA, and, assuming this Agreement constitutes a valid and binding obligation of OSI, is enforceable against CRA in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity, (d) CRA has taken all necessary corporate action to authorize and reserve for issuance and to permit it to issue, upon exercise of the CRA Option, and at all times from the date hereof through the expiration of the CRA Option will have reserved, a number of authorized and unissued CRA Shares not less than the Option Number, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable, (e) upon delivery of CRA Shares to OSI upon the exercise of the CRA Option, OSI will acquire CRA Shares, free and clear of all claims, liens, charges, encumbrances and security interests of any nature whatsoever, (f) the execution and delivery of this Agreement by CRA does not, and the performance of this Agreement by CRA will not (i) violate the Articles of Organization or By-Laws of CRA, (ii) conflict with or violate any statute, rule, regulation, order, judgment or decree applicable to CRA or by which it or any of its property is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of CRA pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, or other instrument or oblig...
REPRESENTATIONS AND WARRANTIES OF CRA. 19 - 6.1. Existence; Good Standing; Corporate Authority...............- 19 - 6.2. Authorization, Validity and Effect of Agreements............- 19 - 6.3. Capitalization..............................................- 20 - 6.4. Subsidiaries................................................- 20 - 6.5. Other Interests.............................................- 20 - 6.6. No Conflict; Required Filings and Consents..................- 21 - 6.7. Compliance..................................................- 22 - 6.8. SEC Documents...............................................- 22 - 6.9. Litigation..................................................- 23 - 6.10. Absence of Certain Changes..................................- 23 - 6.11. Taxes.......................................................- 23 - 6.12
REPRESENTATIONS AND WARRANTIES OF CRA. Except as set forth in the disclosure letter delivered at or prior to the execution hereof to OSI (the "CRA Disclosure Letter") or in CRA Reports (as defined below), CRA represents and warrants to OSI as of the date of this Agreement as follows:
REPRESENTATIONS AND WARRANTIES OF CRA. CRA represents and warrants to Tildxx xxx the Members as follows:
