REPRESENTATIONS AND WARRANTIES OF GUARDIAN. Guardian represents and warrants to NRI the following, and acknowledges and confirms that NRI is aware of the following conditions that may impinge on the consummation of the transactions contemplated hereby: Due Execution. This Agreement has been duly executed and delivered by Guardian, and this Agreement constitutes a valid and binding obligation of Guardian enforceable against Guardian in accordance with its terms except as the enforcement thereof may be limited by bankruptcy laws and other laws of general application relating to creditors’ Rights or general principles of equity for a period of ten (10) years from date of signing.
REPRESENTATIONS AND WARRANTIES OF GUARDIAN. As a material inducement to RJL to enter into this Agreement and with the understanding and expectations that RJL will be relying thereon in consummating the Exchange contemplated hereunder, Guardian and each of its subsidiaries (hereinafter Guardian and its subsidiaries shall be referred to as the "Corporation" unless the context otherwise requires for the purposes of this Section 8 only) hereby represents and warrants as follows:
REPRESENTATIONS AND WARRANTIES OF GUARDIAN. Guardian represents and warrants to the Company and Holdings as follows:
REPRESENTATIONS AND WARRANTIES OF GUARDIAN. As a material inducement to Vairex to enter into this Agreement and with the understanding and expectations that Vairex will be relying thereon in consummating the Exchange contemplated hereunder, Guardian (hereinafter Guardian shall be referred to as the "Corporation" unless the context otherwise requires for the purposes of this Section 11 only) hereby represents and warrants as follows:
REPRESENTATIONS AND WARRANTIES OF GUARDIAN. In order to induce CFB to enter into this Agreement, Guardian represents and warrants to CFB, in all material respects, as of the date of this Agreement (except as otherwise expressly provided), as follows, except as disclosed on the attached EXHIBIT 3.1 (the "Guardian Disclosure Schedule"), which Guardian Disclosure Schedule has been provided to CFB for review not less than three (3) business days prior to execution of this Agreement, and the schedules thereunder (which are numbered to correspond to the representations set forth below):
REPRESENTATIONS AND WARRANTIES OF GUARDIAN. Guardian represents, covenants and warrants to Westar as follows:
REPRESENTATIONS AND WARRANTIES OF GUARDIAN. Guardian represents and warrants as follows:
REPRESENTATIONS AND WARRANTIES OF GUARDIAN. Guardian represents and warrants to the Company that:
(a) Organization, Standing, etc. Guardian is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own its assets and to carry on its business as Page _24_ of _34_ Pages presently conducted. Guardian has all requisite corporate power and authority to (i) execute, deliver and perform its obligations under this Agreement, and (ii) execute, deliver and perform its obligations under all other agreements and instruments executed and delivered by it pursuant to or in connection with this Agreement.
REPRESENTATIONS AND WARRANTIES OF GUARDIAN. 32 SECTION 6.1 Organization.................................................... 32 SECTION 6.2 No Guardian Sub Assets, Liabilities or Business................. 32 SECTION 6.3 Authority Relative to this Agreement............................ 33 SECTION 6.4 Consents and Approvals; No Violations........................... 33 SECTION 6.5
REPRESENTATIONS AND WARRANTIES OF GUARDIAN. Guardian and Guardian Sub represent and warrant to SPS as follows:
