REPRESENTATIONS AND WARRANTIES OF NATIONAL. Except as set forth in the National Disclosure Schedule, which may address and supplement any item in this Article III (subject to Section 8.18(b)) National represents and warrants to Buyer that the representations and warranties contained in this Article III are true and correct as of the date of this Agreement and as of the Closing Time.
REPRESENTATIONS AND WARRANTIES OF NATIONAL. 4.1 National hereby covenants, represents and warrants to DICUT as at the date hereof and as at Closing (unless otherwise stated):
4.1.1 The Vendor owns all of the issued and outstanding shares of National.
4.1.2 National is duly incorporated, organized and in good standing and has the corporate power to carry on its business and is duly qualified and in good standing in each jurisdiction in which it carries on business.
4.1.3 The authorized capital of National consists of one thousand five hundred (1,500) common shares of which one thousand five hundred (1,500) common shares are issued and outstanding, all being fully paid and non-assessable and no other shares of any class have been issued.
4.1.4 The corporate records and minute books of National contain complete and accurate records of all resolutions of the Directors and Shareholders passed since its incorporation, and all resolutions have been passed in accordance with the Articles of Incorporation and By-laws therefor and the applicable statute law. The share certificate books, registers of Shareholders, registers of transfers and registers of Directors of National are complete and accurate.
4.1.5 (a) National is not under any agreement to create or issue any bonds, debentures, mortgages, notes or other indebtedness not disclosed herein.
REPRESENTATIONS AND WARRANTIES OF NATIONAL. National hereby represents and warrants to Acquiror as follows:
REPRESENTATIONS AND WARRANTIES OF NATIONAL. National hereby represents and warrants that, as of the date hereof: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with all requisite, consent, approval, power and authority to carry on the business in which it is engaged, to own the properties it owns, to execute this Agreement and to consummate the transactions contemplated hereby; (b) it has full requisite power and authority to execute and deliver and to perform its obligations under this Agreement, and the execution, delivery and performance hereof, and the instruments and documents required to be executed by it in connection herewith (i) have been duly and validly authorized by it and (ii) are not in contravention of its organizational documents or any agreements specifically applicable to it, or any law rule or regulations applicable to it; and
REPRESENTATIONS AND WARRANTIES OF NATIONAL. 5 3.1 National Representations and Warranties...........................................5 3.2 Capital Structure of National.....................................................5 3.3 Capital Structure of Subsidiaries.................................................6 3.4 Non-Contravention.................................................................7 3.5 Financial Statements..............................................................8 3.6 Certain Developments..............................................................9
REPRESENTATIONS AND WARRANTIES OF NATIONAL. National hereby represents and warrants to CLOG that it has received a copy of and has reviewed (a) the Prospectus of Conolog dated March 26, 1999 and April 12, 1999 covering the resale of the Shares, together with the supplements thereto dated June 21, 1999 and July 1, 1999 and all documents incorporated therein by reference and (b) the Schedule 13D of CLOG filed with the Securities and Exchange Commission on April 5, 1999, together with Amendments 1 through 7 thereto, including, without limitation, the descriptions therein of certain criminal and other proceedings brought against Warren Xxxxxxxxx, xxx managing member of CLOG.
REPRESENTATIONS AND WARRANTIES OF NATIONAL. National makes the following representations and warranties to Tele and the Principal Seller as of the date hereof and as of the Acquisition Closing unless a different date is specifically provided herein:
REPRESENTATIONS AND WARRANTIES OF NATIONAL. STORM RECOVERY, LLC
REPRESENTATIONS AND WARRANTIES OF NATIONAL. National represents and warrants to innoCOMM and Founders as follows, which representations and warranties are true and correct as of the date hereof and will be, as of the Closing Date, true and correct:
REPRESENTATIONS AND WARRANTIES OF NATIONAL. National represents and warrants to DigitalQuake as follows, which representations and warranties are true and correct as of the date hereof and will be, as of the Closing Date, true and correct:
