REPRESENTATIONS AND WARRANTIES OF DMC Sample Clauses

REPRESENTATIONS AND WARRANTIES OF DMC. 6 2.1 Organization, Standing and Power................................ 7 2.2 Subsidiaries.................................................... 7 2.3 Capitalization.................................................. 7 2.4 Authority....................................................... 9 2.5 Noncontravention................................................ 9 2.6 SEC Documents; Financial Statements............................. 9 2.7 Absence of Certain Changes...................................... 10 2.8 Absence of Undisclosed Liabilities.............................. 11 2.9 Litigation...................................................... 11 2.10

REPRESENTATIONS AND WARRANTIES OF DMC. DMC represents and warrants to Buyer as follows: (a) it is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) it has the requisite power and authority to execute, deliver and perform its obligations under this Agreement; and (c) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by the requisite corporate action.

REPRESENTATIONS AND WARRANTIES OF DMC. DMC represents, warrants, covenants and agrees as follows:

REPRESENTATIONS AND WARRANTIES OF DMC. DMC hereby represents and warrants to Measurex and Merger Sub that the statements contained in this Article II are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date, except as set forth in the disclosure schedule delivered by DMC to Measurex on the date hereof (the "DMC Disclosure Schedule"). The DMC Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Article II. (a) any reference to "Material Adverse Effect" shall mean any and all events, changes or effects that are adverse to the condition (financial or otherwise), properties, assets, liabilities, business, operations, results of operations or prospects of DMC and its subsidiaries, taken as a whole, compared to those represented by DMC in any part of this Agreement (without reference to any exception for a "Material Adverse Effect") which adverse events, changes or effects in the aggregate could reasonably be expected to cause Measurex to incur losses, liabilities or expenses exceeding $500,000 if the Merger were consummated; (b) any reference to a party's "knowledge" shall mean the actual knowledge of such party's executive officers after due and diligent inquiry; and (c) any reference to the term "subsidiary" means, with respect to any entity, any corporation of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are directly or indirectly owned by such entity.

REPRESENTATIONS AND WARRANTIES OF DMC. SF. DMC/SF represents and warrants to Aerojet as follows: 3.1 DMC is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has the power and authority to own its properties and to carry on its business as now conducted. 3.2 DMC/SF has the power and authority to enter into this Agreement and the Ancillary Agreements and to consummate the transactions contemplated herein and therein. This Agreement has been duly executed and delivered by DMC/SF and the Ancillary Agreements, upon execution by DMC/SF, will have been duly executed and delivered by DMC/SF, and each such agreement is or upon execution will be a valid and binding obligation of DMC/SF, enforceable against DMC/SF in accordance with its terms. Neither the execution of this Agreement or the Ancillary Agreements by DMC/SF nor the consummation of the transactions contemplated herein or therein by DMC/SF will violate, conflict with or result in the breach of any provision of the Certificate of Incorporation or Bylaws of DMC or any contract, agreement, license, lease, sublease or arrangement or series of related contracts (excluding purchase orders and customer orders in the ordinary course of business), (i) which involves annual expenditures or receipts by DMC/SF of more than $[25,000] or (ii) which provides for performance, regardless of amount, over a period in excess of one year after the date of such contract, arrangement or commitment, except as would not have a Material Adverse Effect. 3.3 Except as would not reasonably be likely to have, individually or in the aggregate, a material adverse effect on the operation of the Business (a “Material Adverse Effect”), no approval of or filing, other than those approvals or filings that have been obtained or made, with any foreign, federal, state or local court, authority or administrative agency is necessary to authorize the execution and delivery of this Agreement and the Ancillary Agreements by DMC/SF or the consummation of the transactions contemplated herein and therein by DMC/SF. 3.4 To the knowledge of DMC/SF, as of the date hereof there are no pending complaints, investigations or other enforcement proceedings by OSHA or other state, county or local health and safety agencies against DMC/SF relating to the equipment leased pursuant to the Equipment Lease (the “Leased Equipment”) in a manner that would have a Material Adverse Effect. 3.5 To the knowledge of DMC/SF, as of the date hereof there...

REPRESENTATIONS AND WARRANTIES OF DMC. DMC hereby represents and warrants to Measurex and Merger Sub that the statements contained in this Article II are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date, except as set forth in the disclosure schedule delivered by DMC to Measurex on the date hereof (the "DMC Disclosure Schedule"). The DMC Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Article II.