REPRESENTATIONS AND WARRANTIES OF ENTERPRISE. Enterprise represents and warrants to DEFS that:
REPRESENTATIONS AND WARRANTIES OF ENTERPRISE. A. Enterprise represents and warrants to Hercules that:
(1) Enterprise is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas. Enterprise has all requisite power and authority, corporate and otherwise, and legal right, to (i) carry on the business as contemplated by this Agreement, (ii) own or hold under lease the properties and assets included in the Plant and Pipeline Systems which it now owns or holds under lease, and (iii) execute, deliver and perform this Agreement and the Propylene Sales Agreement and the transactions contem plated by each, including the sale, assignment, conveyance, transfer and delivery of the 50% undivided interests in and to the Plant and the Pipeline Systems, as provided herein. Enterprise is duly licensed and qualified to do business in the State of Louisiana. True and complete copies of the charter of Enterprise, as amended to date, and of the By-Laws of Enterprise, as amended to date, both certified by the Secretary Enterprise, have heretofore been furnished to Hercules.
(2) Enterprise has delivered, or caused to be delivered, to Hercules copies of the following financial statements:
(a) Consolidated balance sheets of Enterprise Products Company as at December 31, 1975, 1976 and 1977 and related consolidated statements of income and retained earnings for the years ending on those dates, certified by X. X. Xxxxxx & Co., certified public accountants, whose opinions with respect to such financial statements are attached thereto, together with the unaudited consolidated balance sheet of Enterprise Products Company as at September 30, 1978 and the related consolidated statements of income and retained earnings for the nine months ended that date, certified by the Treasurer of Enterprise Products Company.
(b) Unaudited balance sheet of Enterprise as at December 31, 1977 and related statements of income and retained earnings for the years ending on said date, together with the unaudited balance sheet of Enterprise as at September 30, 1978 and the related consolidated statements of income and retained earnings for the nine months ended that date, certified by the Treasurer of Enterprise. Each of the foregoing financial statements is true and complete in all respects; is in accordance with the -45- books and records of Enterprise or Enterprise Products Company, as the case may be; has been prepared in accordance with generally accepted accounting principles applied on a basis consis...
REPRESENTATIONS AND WARRANTIES OF ENTERPRISE. Enterprise represents and warrants to M&B as of the date hereof and as of the Settlement Date (unless specifically otherwise qualified) that:
REPRESENTATIONS AND WARRANTIES OF ENTERPRISE. Enterprise represents and warrants to SSI and GMI as follows:
REPRESENTATIONS AND WARRANTIES OF ENTERPRISE. AND EB&T
REPRESENTATIONS AND WARRANTIES OF ENTERPRISE. Enterprise represents and warrants to each of the TEPPCO Parties and Jonah as follows:
REPRESENTATIONS AND WARRANTIES OF ENTERPRISE. Enterprise represents and warrants to Stuart Communications Corp./The Billiard Channel that:
(A) Corporate Organization and Good Standing. Enterprise is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and is qualified to do business as a foreign corporation in each jurisdiction, if any, in which its property or business requires such qualification. Enterprise does not have any subsidiaries nor any direct or indirect interest in any corporation, firm or unincorporated association.
REPRESENTATIONS AND WARRANTIES OF ENTERPRISE. Enterprise represents and warrants to Fifth Third that as of the date hereof or as of the indicated date, as appropriate, and except as otherwise disclosed in Schedule 1 hereto delivered by Enterprise to Fifth Third in connection with the execution of this Agreement by Fifth Third:
A. Enterprise (i) is duly incorporated, validly existing and in good standing as a corporation under the corporation laws of the State of Ohio and is a registered unitary savings and loan holding company under the HOLA; (ii) is duly authorized to conduct the business in which it is engaged; (iii) has 4,000,000 shares, $.01 par value per share, of Enterprise Common Stock and 1,000,000 shares, no par value per share, of Preferred Stock ("Enterprise Preferred Stock") authorized pursuant to its Articles of Incorporation, which are the total number of shares Enterprise is authorized to have outstanding; (iv) has no outstanding securities of any kind, nor any outstanding options, warrants or other rights entitling another person to acquire any securities of Enterprise of any kind, other than (a) 2,210,996 shares of Enterprise Common Stock, which presently are authorized, duly issued and outstanding and fully paid and non-assessable, and (b) options to purchase a total of 226,860 shares of Enterprise Common Stock which were granted to and are currently held by the employees, officers and Directors of Enterprise and/or Thrift Subsidiary; and (v) owns of record and beneficially free and clear of all liens and encumbrances, all of the 100 outstanding shares of the capital stock of the Thrift Subsidiary, $.01 par value per share. Enterprise has no direct or indirect active subsidiaries other than Thrift Subsidiary.
B. Xxxxxx Xxxsidiary is duly incorporated, validly existing and in good standing as a Federal Savings Bank under the laws of the United States, and has all the requisite power and authority to conduct the banking business as now conducted by it; and Thrift Subsidiary does not have any outstanding securities of any kind, nor any outstanding options, warrants or other rights entitling another person to acquire any securities of any of the Thrift Subsidiary of any kind, other than 100 shares of the capital stock, $.01 par value per share, of the Thrift Subsidiary owned of record and beneficially by Enterprise.
C. Enterprise has previously furnished to Fifth Third its audited, consolidated balance sheets, statements of operations, statements of stockholders' equity and cash flows as...
REPRESENTATIONS AND WARRANTIES OF ENTERPRISE. Enterprise hereby represents and warrants, except as specifically disclosed in a section of the Enterprise Disclosure Memorandum corresponding to the relevant section of this Article 5, to NBC as follows:
REPRESENTATIONS AND WARRANTIES OF ENTERPRISE. Enterprise represents and warrants to each Contributing Party as of the Execution Date that:
