REPRESENTATIONS AND WARRANTIES OF MERGE. Merge and Acquisition Sub represent and warrant to, and covenant with, the Company and the Principal Shareholder as of the date of this Agreement and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF MERGE. Merge represents and warrants to Shareholder as follows: (i) Merge has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (ii) this Agreement has been duly executed and delivered by Merge; (iii) assuming the due authorization, execution and delivery of this Agreement by Shareholder, this Agreement constitutes the legal, valid and binding agreement of Merge, enforceable against Merge in accordance with its terms; (iv) the execution and delivery of this Agreement by Merge does not conflict with or violate any law or agreement binding upon it, nor require any consent, notification, regulatory filing or approval; and (v) Merge has filed all reports and proxy and other statements with the Securities and Exchange Commission (the “SEC”) which are required by the Exchange Act to be filed since January 1, 2004 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Merge SEC Documents”).
REPRESENTATIONS AND WARRANTIES OF MERGE. 19 3.1 Organization..........................................................................19 3.2 Authority Relative to this Agreement..................................................20 3.3 Consents and Approvals; No Violation..................................................20 3.4
REPRESENTATIONS AND WARRANTIES OF MERGE. Each of Merge and Holdings, jointly and severally, represents and warrants to Company as of the date of this Agreement and, except as otherwise provided, as of the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES OF MERGE. 37 4.1 ORGANIZATION..................................................37 4.2 AUTHORIZATION OF TRANSACTION..................................37 4.3 NONCONTRAVENTION; CONSENTS....................................37 SECTION 5. PRE-CLOSING COVENANTS............................................37 5.1 GENERAL.......................................................38
