REPRESENTATIONS AND WARRANTIES OF EXCEL. 10 (a) Organization, Standing and Corporate Power............................... 11 (b) Subsidiaries............................................................. 11 (c) Capital Structure........................................................ 11
REPRESENTATIONS AND WARRANTIES OF EXCEL. Except as disclosed in the Excel SEC Documents filed and publicly available prior to the date of this Agreement (the "Excel Filed SEC Documents") or as set forth on the Disclosure Schedule delivered by Excel to Lucent prior to the execution of this Agreement (the "Excel Disclosure Schedule") and making reference to the particular subsection of this Agreement to which exception is being taken, Excel represents and warrants to Lucent and Sub as follows:
REPRESENTATIONS AND WARRANTIES OF EXCEL. Excel represents and --------------------------------------- warrants to the Shareholder as follows:
(a) Each of this Agreement and the Merger Agreement and the Merger and the other transactions contemplated by the Merger Agreement (including the Excel Stockholder Matters) has been approved by the Board of Directors of Excel.
(b) Each of this Agreement and the Merger Agreement has been duly executed and delivered by a duly authorized officer of Excel and, assuming the due authorization, execution and delivery of this Agreement by the Shareholder and the Merger Agreement by New Plan, each of this Agreement and the Merger Agreement constitutes a valid and binding agreement of Excel, enforceable against Excel in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to creditors' rights generally and general principles of equity.
REPRESENTATIONS AND WARRANTIES OF EXCEL. Except as set forth in the disclosure letter delivered at or prior to the execution hereof to New Plan (the "Excel Disclosure Letter") or as set forth in the Excel Reports (as defined below) filed prior to the date of this Agreement (it being understood and agreed that disclosure set forth in the Excel Disclosure Letter and such Excel Reports shall be deemed applicable to each particular representation and warranty of Excel herein contained to the extent it is reasonably evident on the face of such disclosure that such disclosure applies to such representation and warranty), Excel represents and warrants to New Plan as follows:
REPRESENTATIONS AND WARRANTIES OF EXCEL. Excel represents and warrants to Teleglobe and Merger Sub that the statements contained in this Section 3.1 are true and correct except as set forth herein and in the disclosure schedule delivered by Excel to Teleglobe (the "Excel Disclosure Schedule"). The Excel Disclosure Schedule is arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Agreement and the section of the disclosure schedule corresponding to any numbered and lettered paragraph shall qualify other paragraphs in this Agreement only to the extent that it is reasonably apparent from a reading of such disclosure that it also qualifies or applies to such other paragraphs. Inclusion of information in the Excel Disclosure Schedule shall not be construed as an admission that such information is material to the operations or financial condition of Excel and its Subsidiaries.
REPRESENTATIONS AND WARRANTIES OF EXCEL. Excel represents and warrants to the Member that the statements contained in this Article IV 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 Article IV).
REPRESENTATIONS AND WARRANTIES OF EXCEL. EXCEL hereby represents and warrants to FULLCIRCLE as follows:
2.01 EXCEL shall deliver to FULLCIRCLE, on or before Closing, each of the following:
(a) Financial Statements. Audited financial statements of EXCEL including, but not limited to, balance sheets and profit and loss statements from the fiscal years ended December 2000 and 2001, prepared in accordance with generally accepted accounting principles and which fairly present the financial condition of EXCEL at the dates thereof. (Schedule A)
(b) Property. An accurate list and description of all property, real or personal, owned by EXCEL of a value equal to or greater than $1,000.00. (Schedule B.)
(c) Liens and Liabilities. A complete and accurate list of all material liens, encumbrances, easements, security interests or similar interests in or on any of the assets listed on Schedule A. (Schedule C.) A complete and accurate list of all debts, liabilities and obligations of EXCEL incurred or owing as of the date of this Agreement. (Schedule C.1.)
REPRESENTATIONS AND WARRANTIES OF EXCEL. 1. Existence; Good Standing; Authority; Compliance With Law.....................17 6.2. Authorization, Validity and Effect of Agreements.............................18 6.3. Capitalization...............................................................18 6.4. Subsidiaries.................................................................19 6.5.
REPRESENTATIONS AND WARRANTIES OF EXCEL. Excel represents and warrants to the Shareholder as follows:
(a) This Agreement has been approved by the Board of Directors of Excel, representing all necessary corporate action on the part of Excel for the execution and performance hereof and thereof by Excel (no action by the stockholders of Excel being required).
(b) This Agreement has been duly executed and delivered by a duly authorized officer of Excel.
(c) This Agreement constitutes a valid and binding agreement of Excel, enforceable against Excel in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors generally by general equity principles (regardless of whether enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing.
(d) The execution and delivery of this Agreement by Excel does not violate or breach, and will not give rise to any violation or breach, of Excel's charter or by-laws or, except as will not materially impair its ability to effectuate, carry out or comply with all of the terms of this Agreement, any Law, Governmental Entity approval or Contract by which Excel or its Subsidiaries or their respective assets or properties may be bound.
REPRESENTATIONS AND WARRANTIES OF EXCEL. Excel represents and warrants to the Shareholder as follows:
