REPRESENTATIONS AND WARRANTIES OF LANDMARK. Landmark represents and warrants as of the date hereof and as of the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES OF LANDMARK. Except as specifically set forth in the disclosure schedule of Landmark attached hereto (the "Landmark Disclosure Schedule"), Landmark represents and warrants to Parent and Merger Subsidiary as follows:
REPRESENTATIONS AND WARRANTIES OF LANDMARK. In connection with the transactions contemplated hereby, Landmark hereby covenants, represents and warrants to the Society and to the other Member as follows:
(a) Landmark is a company properly formed under the laws of Saint Lucia and is validly existing and is in good standing as of the Effective Date.
(b) Landmark has all necessary power and authority to own its Member Interest and to enter into and to carry out the provisions of this Agreement and all other documents which may be necessary to give effect to the transactions contemplated by this Agreement;
(c) This Agreement and all other agreements referred to in this Agreement which have been or will be entered into by Landmark in accordance with this Agreement have been duly authorized, executed and delivered by Landmark and will constitute the binding obligations of Landmark;
(d) Neither the execution and delivery of this Agreement, nor of any other agreement referred to in this Agreement, nor the fulfillment of or compliance with the terms and conditions hereof or thereof: Apes Hill Dev SRL/Members Agreement
(i) conflicts with or will conflict with or result in a breach of any of the terms, conditions or provisions of or constitute a default under Landmark’s governing documents; or
(ii) will conflict with or result in a material breach of any of the terms, conditions or provisions of or constitute a material default under any agreement or instrument to which Landmark is a party or by which it is bound relative to its Member Interest;
(e) There are no actions, suits or proceedings pending, or to the knowledge of Landmark, threatened against Landmark which, if adversely determined, could materially adversely affect the ability of Landmark to perform its obligations under this Agreement.
REPRESENTATIONS AND WARRANTIES OF LANDMARK. Landmark hereby represents and warrants to the Bank and First Capital that the following are true and correct as of the Agreement Date, and will be true and correct as of the Effective Time:
REPRESENTATIONS AND WARRANTIES OF LANDMARK. Landmark represents and warrants to PRLP, as of the Effective Date and as of the Closing Date (unless otherwise expressly provided), that except as set forth in the Disclosure Schedules:
REPRESENTATIONS AND WARRANTIES OF LANDMARK. Except as set forth in the disclosure letter delivered by Landmark to ASG concurrently with the execution of this Agreement (the "Landmark Disclosure Letter"), or in the Supplemental Disclosure Letter to be provided by Landmark to ASG and ASG Sub in accordance with Section 5.11 hereof (the "Supplemental Disclosure Letter"), Landmark represents and warrants to ASG and ASG Sub as follows:
REPRESENTATIONS AND WARRANTIES OF LANDMARK. 15 Section 4.1. Organization and Authority of Landmark....................................15 Section 4.2. Capitalization............................................................16 Section 4.3. Authority Relative to this Agreement; Recommendation......................16 Section 4.4. Consents and Approvals; No Violations.....................................16 Section 4.5. Title to and Condition of Assets..........................................17 Section 4.6. Absence of Certain Events.................................................17 Section 4.7. Subsidiaries..............................................................18 Section 4.8. Financial Statements......................................................18 Section 4.9. Litigation................................................................18 Section 4.10.
REPRESENTATIONS AND WARRANTIES OF LANDMARK. Section 4.1. Organization and Authority of Landmark. * Section 4.2. Capitalization. * Section 4.3. Authority Relative to this Agreement; Recommendation. *
REPRESENTATIONS AND WARRANTIES OF LANDMARK. 7 2.1. Organization and Capital Stock........................................7 2.2. Authorization; No Defaults............................................8 2.3. Subsidiaries..........................................................8 2.4. Financial Information.................................................9 2.5. Absence of Changes....................................................9
REPRESENTATIONS AND WARRANTIES OF LANDMARK. Subject to Section 1.11 hereof and except as disclosed in a Section of the Disclosure Schedule corresponding to the relevant Section in this Article Two, Landmark hereby makes the following representations and warranties:
