Representations and Warranties of GE. Each GE Purchaser represents and warrants to each other party hereto as follows:
(a) Such GE Purchaser has been duly formed and is validly existing under the laws of its respective jurisdiction of formation and has all necessary power and authority to enter into this Agreement and to carry out its obligations hereunder.
(b) This Agreement has been duly and validly authorized by such GE Purchaser and such GE Purchaser has taken all necessary and appropriate action to execute and deliver this Agreement and to perform its obligations hereunder.
(c) This Agreement has been duly executed and delivered by such GE Purchaser and, assuming due authorization and valid execution and delivery by the Company, is a valid and binding obligation of such GE Purchaser, enforceable against it in accordance with its terms.
Representations and Warranties of GE. GE represents and warrants that (i) it is duly incorporated and is in good standing under the laws of the State of New York, (ii) it has all requisite legal capacity and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby, (iii) the execution and delivery of this Agreement by it and the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of GE and (iv) this Agreement constitutes a legal, valid and binding obligation of GE enforceable against it in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally.
Representations and Warranties of GE. GE hereby represents and warrants to Newco and Comcast that, except as set forth in the GE Disclosure Letter:
Representations and Warranties of GE. Section 4.01.
Representations and Warranties of GE. GE, on behalf of itself and the other GE Entities, represents and warrants to LM as set forth in Exhibit II.
Representations and Warranties of GE. GE represents and warrants to the Buyer as of the date of this Agreement and as of the Closing Date, that, except as set forth in the Disclosure Schedule:
Representations and Warranties of GE. GE represents and warrants to BHGE and BHGE LLC as follows:
Representations and Warranties of GE. GE represents and warrants to the Xxxxxxxx Members that:
Representations and Warranties of GE. GE hereby represents and warrants to CBI as follows:
(a) Organization; Authority; Execution and Delivery; Enforceability. GE has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. GE is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. The execution and delivery of this Agreement by GE and the consummation by GE of the transactions contemplated hereby have been duly authorized by all necessary action on the part of GE. This Agreement has been duly executed and delivered by GE and, assuming due authorization, execution and delivery by CBI, constitutes a legal, valid and binding obligation of GE, enforceable against GE in accordance with its terms. The execution and delivery by GE of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof, will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or loss of a benefit under, or result in the creation of any Lien on any properties or assets of GE under, (i) any provision of the certificate of incorporation or by-laws or partnership agreement or the comparable organizational documents applicable to GE, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization (a "Contract") to which GE is a party or by which any of the properties or assets of GE are bound or (iii) subject to the filings and other matters referred to in the following sentence of this Section 1(a), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to GE or its properties or assets, except in the case of each of clauses (ii) and (iii), as is not materially likely to (x) impair the ability of GE to perform its obligations under this Agreement or (y) prevent or materially delay the consummation of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to GE in connection with the execution and delivery of this Agreement by GE or the consummation by GE of the transactions contemplated hereby, except ...
Representations and Warranties of GE. Except as set forth in (i) the disclosure letter, delivered by GE to BHI at or prior to the execution and delivery of this Agreement (the “GE Disclosure Letter”) or (ii) the GE SEC Documents filed with the SEC between December 31, 2014 and the date of this Agreement to the extent such GE SEC Documents expressly relate to GE O&G (excluding any disclosure set forth in any risk factor section or forward looking statements section, the “Specified GE SEC Disclosure”), to the extent that it is reasonably apparent that the disclosure in the Specified GE SEC Disclosure is responsive to the matters set forth in this Article 5, GE represents and warrants to BHI as follows:
