Representations and Warranties of Key. Key represents and warrants to Seller and each of the Shareholders as follows:
Representations and Warranties of Key. Key represents and warrants to FAC (a) that it is a national banking association duly organized under the laws of the United States of America, (b) that it has the requisite power and authority to execute and deliver this Agreement and to carry out and perform its obligations hereunder, (c) that it has taken all action necessary for the authorization, execution and delivery of this Agreement and the performance by Key of its obligations hereunder and (d) that it has made no prior assignment of any of its right, title and interest in and to the Credit Agreement or the MTI Loan. This Agreement constitutes the valid and binding obligation of Key, enforceable in accordance with its terms.
Representations and Warranties of Key. Key represents and warrants to each of the Sellers, COG and Colexxx xx follows:
Representations and Warranties of Key. 31 4.1.1 ORGANIZATION AND GOOD STANDING OF MERGER SUB..........31 4.1.2 AGREEMENTS AUTHORIZED BY MERGER SUB AND ITS EFFECT ON OTHER OBLIGATIONS.....................................31 4.1.3 INVESTIGATIONS........................................31 4.1.4 ORGANIZATION AND GOOD STANDING OF KEY.................32 4.1.5 AGREEMENT AUTHORIZED BY KEY AND ITS EFFECT ON OTHER OBLIGATIONS...........................................32 4.1.6 ISSUANCE OF KEY SHARES................................32 4.1.7 CAPITALIZATION........................................32 4.1.8
Representations and Warranties of Key. Key hereby represents and warrants to QSI as follows:
Representations and Warranties of Key. Key hereby represents and warrants ------------------------------------- to Stockholder that: it is a corporation duly formed under the laws of the State of Delaware; it has all requisite corporate power and authority to enter into and perform all its obligations under this Agreement; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on its part; this Agreement has been duly executed and delivered by it; and this Agreement constitutes a valid and binding agreement on its part, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity.
Representations and Warranties of Key. The express representations and warranties of Key contained in this Article 3 are exclusive and are in lieu of all other representations and warranties, express, implied or statutory, or otherwise. Subject to the foregoing, Key represents and warrants to each of the Shareholders as follows:
Representations and Warranties of Key. True at the Closing Date. The representations and warranties of Key herein contained shall be, in all material respects, true as of and at the Closing Date with the same effect as though made at such date, except as affected by transactions permitted or contemplated by this Agreement; Key shall have performed and complied, in all material respects, with all covenants required by this Agreement to be performed or complied with by Key before the Closing Date; and Key shall have delivered to the Shareholders a certificate, dated the Closing Date and signed by its president or vice president, to such effect.
Representations and Warranties of Key. Key hereby makes the following representations and warranties to Valera and does so in full understanding and acknowledgement that Valera is relying on its said representations and warranties in entering into this Agreement, notwithstanding any due diligence investigation done or information obtained by Valera prior to the Effective Date:
Representations and Warranties of Key. Key, on behalf of itself and its Subsidiaries, represents and warrants to the Company that the statements contained in this Article III are true, complete and correct. As used in this Agreement, a “
