REPRESENTATIONS AND WARRANTIES OF CROWN. Crown hereby represents and warrants to the Stockholder as follows: Crown has all requisite corporate power and authority to execute this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by Crown of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Crown. Crown has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery of this Agreement by the Stockholder, this Agreement constitutes the legal, valid and binding obligation of Crown, enforceable against Crown in accordance with its terms subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally and to the effect of general principles of equity. The execution and delivery by Crown of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Crown under, any provision of any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Crown is a party or by which any properties or assets of Crown are bound or, subject to the filings and other matters referred to in the next sentence, any provision of any Order or Law applicable to Crown or the properties or assets of Crown.
REPRESENTATIONS AND WARRANTIES OF CROWN. Crown represents and warrants that:
REPRESENTATIONS AND WARRANTIES OF CROWN. Crown hereby represents and warrants to Casey that:
REPRESENTATIONS AND WARRANTIES OF CROWN. Crown represents and warrants to the T‑Mobile Parties as follows:
REPRESENTATIONS AND WARRANTIES OF CROWN. Crown represents and warrants to Dreamwind, which representations and warranties shall survive the Closing in accordance with Section 6.1, as follows:
REPRESENTATIONS AND WARRANTIES OF CROWN. Crown represents and warrants to Casino America as follows:
REPRESENTATIONS AND WARRANTIES OF CROWN. Crown hereby represents and warrants to Royale as follows:
REPRESENTATIONS AND WARRANTIES OF CROWN. The representations and warranties of Crown contained herein shall be true and correct, in all material impacts, as of the date hereof, and shall continue to be true and correct, in all material aspects, as of the Closing.
REPRESENTATIONS AND WARRANTIES OF CROWN. Except as set forth on the Crown Disclosure Schedule, Crown hereby represents and warrants to Parent and Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF CROWN. Crown represents and warrants to CMI that the statements contained in this Section 3(a) 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 Section 3(a)) with respect to itself, except as set forth in Annex I attached hereto.
(i) Organization of Crown. Crown is duly organized and validly existing under the laws of the jurisdiction of its incorporation.
