REPRESENTATIONS AND WARRANTIES OF GCI. GCI represents and warrants to AKD, Parent, the AKD Members and the Denali Members that:
REPRESENTATIONS AND WARRANTIES OF GCI. GCI hereby represents and warrants to each Stockholder and to the Company as follows: (i) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) it has all requisite power and authority to execute and deliver this Agreement (and each Person executing this Agreement on behalf of it has full power, authority, and capacity to execute and deliver this Agreement on behalf of GCI and to thereby bind GCI) and to perform its obligations hereunder, and no consents, registrations, approvals, permits or authorizations are required to be obtained by GCI from any Person in connection with the execution and delivery of this Agreement by GCI, (iii) the execution and delivery of this Agreement by it, and its performance of its obligations hereunder, have been duly authorized by all necessary corporate action on the part of GCI, and (v) this Agreement has been duly executed and delivered by it and, assuming due authorization, execution and delivery by the Company and each of the Stockholders, constitutes a valid and binding obligation of GCI, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. The execution, delivery and performance of this Agreement by GCI will not violate, conflict with, or result in the breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in a right of termination under, any material contract to which GCI is bound. There is no suit, claim, action, investigation or proceeding pending or, to the knowledge of GCI, threatened against GCI at law or in equity before or by any Governmental Authority that could reasonably be expected to impair the ability of GCI to perform its obligations hereunder.
REPRESENTATIONS AND WARRANTIES OF GCI. 5.1. Organization and Standing. 5.2. Execution and Validity of Agreements.
REPRESENTATIONS AND WARRANTIES OF GCI. Except for representations and warranties that, by their terms, are made only as of a specified date, all representations and warranties of the parties shall be deemed to be made at and as of the date hereof and at and as of the Closing Date. For purposes of applying the representations and warranties as of the Closing Date, all references to the date of this Agreement (or words of similar import) shall be deemed to refer to the Closing Date. GCI hereby represents and warrants to the Sellers that:
REPRESENTATIONS AND WARRANTIES OF GCI. GCI represents and warrants to MCI as follows:
REPRESENTATIONS AND WARRANTIES OF GCI. GCI hereby represents and warrants to Cox as follows.
REPRESENTATIONS AND WARRANTIES OF GCI. 31 5.1. Organization and Standing...........................................................................31 5.2. Execution and Validity of Agreements................................................................31 5.3. No Violation or Approval............................................................................31 5.4. Brokers, Finders, etc...............................................................................31 5.5. No Oral Warranties..................................................................................31 SECTION 6 COVENANTS...............................................................................................32 6.1. Exclusivity; Acquisition Proposals..................................................................32 6.2. Notices and Consents................................................................................32
REPRESENTATIONS AND WARRANTIES OF GCI. 10 7. Covenants of the CSR Shareholders..................................15 8.
REPRESENTATIONS AND WARRANTIES OF GCI. By virtue of its execution of this Agreement and except as expressly modified by the information set forth on any and all schedules or exhibits annexed to this Agreement and incorporated herein by reference, GCI hereby represents and warrants to the CSR Shareholders as follows:
REPRESENTATIONS AND WARRANTIES OF GCI. GCI represents and warrants to GEI as follows and acknowledges that GEI is relying on such representations and warranties in connection with entering into this Agreement and consummating the Arrangement:
