REPRESENTATIONS AND WARRANTIES OF HERITAGE. Heritage hereby represents and warrants to Acquiror as follows:
REPRESENTATIONS AND WARRANTIES OF HERITAGE. As a material inducement to Member to enter into this Agreement, Heritage represents and warrants to Member as follows:
REPRESENTATIONS AND WARRANTIES OF HERITAGE. Heritage hereby ------------------------------------------ represents and warrants to BCB that Heritage has full corporate power and authority to execute, deliver and perform this Stock Option Agreement and all corporate action necessary for execution, delivery and performance of this Stock Option Agreement has been duly taken by Heritage. This Stock Option Agreement constitutes a legal, valid and binding obligation of Heritage, enforceable against Heritage in accordance with its terms (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors' rights or by general equity principles).
REPRESENTATIONS AND WARRANTIES OF HERITAGE. Heritage hereby ------------------------------------------ represents and warrants to BCB as follows:
REPRESENTATIONS AND WARRANTIES OF HERITAGE. Except (i) as disclosed in the disclosure schedule delivered by Heritage to Premier Commercial concurrently herewith (the "Heritage Disclosure Schedule"); provided, that (a) no such item is required to be set forth 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, (b) the mere inclusion of an item in the Heritage Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Heritage that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect on Heritage, and (c) any disclosures made with respect to a section of Article IV shall be deemed to qualify (1) any other section of Article IV specifically referenced or cross-referenced and (2) other sections of Article IV to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure applies to such other sections or (ii) as disclosed in any Heritage Reports (as defined in Section 4.11) filed with the SEC by Heritage prior to the date hereof (but disregarding risk factor disclosures contained under the heading "Risk Factors," or disclosures of risks set forth in any "forward-looking statements" disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature), Heritage hereby represents and warrants to Premier Commercial as follows:
REPRESENTATIONS AND WARRANTIES OF HERITAGE. Heritage represents and warrants to SouthBanc that:
REPRESENTATIONS AND WARRANTIES OF HERITAGE. Heritage hereby represents and warrants to BCB that, except as specifically set forth in the Heritage Disclosure Schedule delivered to BCB by ---------------------------- Heritage on the date hereof:
REPRESENTATIONS AND WARRANTIES OF HERITAGE. Heritage ------------------------------------------ represents and warrants to Xxxxxxx as follows:
REPRESENTATIONS AND WARRANTIES OF HERITAGE. Heritage represents and warrants to BrewCo as of the date hereof and at the Closing Date, except as disclosed in Schedule A annexed hereto, as follows:
a. Heritage is a California corporation in good standing.
b. Heritage is registered to do business in all jurisdictions required to operate its business.
c. Heritage's authorized and issued capital stock is 388,020 common shares, no par value, and that Heritage has no other equity securities issued or outstanding or required to be issued.
d. No governmental consent is required for Heritage to execute this Agreement, except for approvals of the change of directors and change of ownership by the Small Business Administration, Bureau of Alcohol Tobacco and Firearms and the State of California Department of Alcohol Beverage Control.
e. Heritage is authorized to execute this Agreement.
REPRESENTATIONS AND WARRANTIES OF HERITAGE. Section 2.01 Organization.................................. 15 Section 2.02 Capitalization................................ 16 Section 2.03 Authority; No Violation....................... 17 Section 2.04 Consents...................................... 18 Section 2.05 Financial Statements.......................... 19 Section 2.06 Taxes......................................... 19 Section 2.07 No Material Adverse Effect.................... 20 Section 2.08 Contracts..................................... 20 Section 2.09 Ownership of Property; Insurance Coverage..... 21
