Representations and Warranties of Duke. Except as set forth in the disclosure schedule dated as of the date hereof and signed by an authorized officer of Duke and delivered to PanEnergy by or on behalf of Duke on or prior to the date hereof (the "Duke Disclosure Schedule") (each of which exceptions shall specifically identify the relevant Section hereof to which it relates), Duke represents and warrants to PanEnergy as follows:
Representations and Warranties of Duke. Except as set forth in the letter dated the date of this Agreement and delivered to Cinergy by Duke concurrently with the execution and delivery of this Agreement (the "Duke Disclosure Letter") or, to the extent the qualifying nature of such disclosure is readily apparent therefrom, as set forth in the Duke SEC Reports (as defined in Section 3.02(e)) filed on or after January 1, 2004 and prior to the date hereof, Duke represents and warrants to Cinergy as follows:
Representations and Warranties of Duke. Except as set forth -------------------------------------- in the letter of even date herewith (with section references organized in accordance with Section 9.9) signed by the President or Chief Executive Officer and the Chief Financial Officer of Duke and delivered to Weeks prior to the execution hereof (the "Duke Disclosure Letter"), Duke represents and warrants to ---------------------- Weeks as follows:
(a) Organization, Standing and Corporate Power of Duke. Duke is a -------------------------------------------------- corporation duly organized and validly existing under the laws of Indiana and has the requisite corporate power and authority to carry on its business as now being conducted. Duke is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing of its properties or management of properties for others makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, would not have a material adverse effect on the business, properties, financial condition or results of operations of Duke and the Duke Subsidiaries, taken as a whole (a "Duke Material Adverse Effect"). ----------------------------
(b) Duke Subsidiaries; Interests in Other Persons. ---------------------------------------------
(i) Section 3.2(b) of the Duke Disclosure Letter sets forth each Duke Subsidiary and the ownership interest therein of Duke and each other Duke Subsidiary. All the outstanding shares of capital stock of each Duke Subsidiary that is a corporation have been validly issued and are fully paid and nonassessable and are not subject to any preemptive rights, and are owned by Duke, by another Duke Subsidiary or by Duke and another Duke Subsidiary, free and clear of all Liens, and all equity interests in each Duke Subsidiary, including Duke OP, that is a partnership (other than Duke OP) or limited liability company or trust are owned by Duke or by Duke and another Duke Subsidiary free and clear of all Liens. Each Duke Subsidiary that is a corporation is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has the requisite corporate power and authority to carry on its business as now being conducted and each Duke Subsidiary, including Duke OP, that is a partnership, limited liability company or trust is duly organized and validly existing ...
Representations and Warranties of Duke. 6.1. Organization, Standing and Power................... 30 6.2. Capital Structure.................................. 30 6.3. Authority; No Violations; Consents and Approvals... 32 6.4.
Representations and Warranties of Duke. Duke hereby represents and warrants to the Company as of the date of this Agreement as follows:
Representations and Warranties of Duke. Subject to the disclosures expressly set forth in Exhibit H attached hereto and made a part hereof (the “Disclosure Items”) or matters disclosed in the Duke Deliveries, Duke hereby represents and warrants to Company and CBOP as of the Effective Date as follows:
Representations and Warranties of Duke. Duke hereby represents and warrants to each of Philxxxx xxx the Company that (1) each of Duke and the Company has full corporate power and authority to execute and deliver this Amendment, (2) the execution and delivery of this Amendment have been duly and validly approved by all corporate action on the part of each of Duke and the Company, (3) this Amendment has been duly and validly executed and delivered by each
Representations and Warranties of Duke. DUKE represents and warrants that, to the best knowledge of OLV,
(a) DUKE has the authority to enter into this AGREEMENT;
(b) DUKE has the authority to grant the PATENT RIGHTS LICENSE and KNOW-HOW LICENSE herein without the consent of any THIRD PARTY;
(c) DUKE owns all right, title, and interest in and to the PATENT RIGHTS; and
(d) the execution, delivery and performance of this AGREEMENT by DUKE do not violate any covenant or agreement to which DUKE is a party or by which it is bound. In addition, DUKE represents and warrants that it will use its reasonable best efforts to have all DUKE faculty members, employees, and students who are identified as INVENTORS assign to DUKE their respective rights in the appertaining PATENT RIGHTS in accordance with DUKE’s patent policies.
Representations and Warranties of Duke. Duke hereby represents and warrants to each of Phillixx xxx xxx Xxxxxxx xhat, except as disclosed in the Duke Discloxxxx Xxxedule:
Representations and Warranties of Duke. Duke represents and warrants to the Buyer that the statements contained in this Section 3(a) are correct and complete as of the date of this Agreement and, subject to such changes as are disclosed in writing to Buyer on or prior to the Closing Date, 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 otherwise specifically set forth herein or in any Schedule attached to this Agreement.
(i) Duke is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation.
(ii) Duke has furnished the Buyer with the following financial statements (collectively the "Duke Financial Statements"): (i) reviewed balance sheet and statement of income, changes in shareholders' equity, and cash flow of Duke as of and for the fiscal year ended December 31, 1996 prepared by the Auditors, independent certified public accountants for Duke; and (ii) internally prepared balance sheet and statement of income, changes in stockholders' equity, and cash flow as of and for the eight (8) months ended August 31, 1997. The Duke Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, are correct and complete in all material respects, contain adequate accruals for current expenses and liabilities, present accurately and completely in all material respects the financial condition and results of operation of Duke as of the times and for the periods referred to therein, and are consistent with the books and records of Duke (which books and records are correct and complete in all material respects); provided that the internally prepared financial statements of Duke do not include footnotes and are subject to normal year end adjustments.
