REPRESENTATIONS AND WARRANTIES OF FSGI Sample Clauses

REPRESENTATIONS AND WARRANTIES OF FSGI. Except as disclosed in the disclosure schedule (the “FSGI Disclosure Schedule”) delivered by FSGI to Atlantic Capital before the execution of this Agreement (which schedule sets forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in this Article IV, or to one or more of FSGI’s covenants contained herein; provided, however, that notwithstanding anything in this Agreement to the contrary: (i) no such item is required to be set forth in such schedule as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect under the standard established by Section 9.2; and (ii) the mere inclusion of an item in such schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would be reasonably likely to have a Material Adverse Effect, as hereinafter defined, on FSGI), FSGI, and to the extent applicable, each Subsidiary of FSGI, hereby represents and warrants to Atlantic Capital as follows:

REPRESENTATIONS AND WARRANTIES OF FSGI. FSGI represents and warrants to JPII and BPTI, jointly and severally, as of the Closing Date as follows: (a) All necessary action has been taken to make this Agreement a legal, valid and binding obligation of FSGI enforceable in accordance with its terms and conditions. (b) The execution and delivery of this Agreement and the performance by FSGI of its obligations hereunder will not result in any material breach or violation of or material default under any material agreement, indenture, lease, license, mortgage, instrument, or understanding, nor result in any violation of any law, rule, regulation, statute, order or decree of any kind, to which FSGI or any of its affiliates is a party or by which they or any of their property is or may be or become subject, nor in the violation of the articles or bylaws governing the conduct of FSGI. (c) FSGI has delivered to BPTI and JPII its annual report on Form 10-KSB (and the amendment thereto on Form 10- KSB/A) for the year ended December 31, 1996, and its quarterly reports on Form 10-QSB for the fiscal quarters ended March 31, 1997, June 30, 1997, and September 30, 1997, all of which were true and correct as of the date of filing and remain true and correct in all material respects as of the date hereof, with the exception that all liabilities of FSGI have been satisfied through the issuance of approximately 920,000 post-November 3, 1997, reverse split FSGI common shares prior to the delivery of the FSGI Shares. Also, FSGI has provided to BPTI and JPII full access to any and all information it desired concerning the business and operations of FSGI, and FSGI has made available to BPTI and JPII such personnel as has been requested to answer any and all questions which BPTI and JPII may have had concerning its investment in FSGI. Further, FSGI is current in all of its required reports under the Securities Exchange Act of 1934, as amended. (d) The FSGI Shares have each been validly issued and are fully paid for and nonassessable. (e) The FSGI Shares are not and shall not be or become subject to any lien, encumbrance, security interest or financing statement whatsoever. Further, the FSGI Shares are not the subject of any other agreement in regards thereof. (f) The FSGI Shares represent 80% of the outstanding proprietary interest of FSGI, and there are no outstanding commitments (direct or indirect) which would cause the issuance or transfer out of treasury of any additional proprietary interest of FSGI, whether common s...