REPRESENTATIONS AND WARRANTIES OF NBC. NBC hereby represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF NBC. NBC represents and warrants to ------------------------------------- Xoom and Xenon 2 as follows, provided that none of the representations or -------- warranties contained in this Section 4.1 are made with respect to SNAP, its ----------- assets, Liabilities or the business conducted thereby except paragraphs (a), (b) and (c) and the second sentence of paragraph (g) to the extent related to the ownership or transfer of the SNAP Units:
REPRESENTATIONS AND WARRANTIES OF NBC. NBC represents and warrants, to CNET as follows:
REPRESENTATIONS AND WARRANTIES OF NBC. 7.1 Organization, Corporate Power and Qualification 7.2 Authority; No Violation 7.3 Consents and Approvals 7.4 Legal Proceedings 7.5 SEC Documents 7.6 Capitalization 7.7 Financial Statements and Reports 7.8 No Broker's or Finder's Fees 7.9 Compliance with Law 7.10 Employee Benefits 7.11 Information Furnished; Registration Statement 7.12 Material Contract Defaults 7.13 Tax Matters 7.14 Environmental Matters 7.15 Insurance 7.16 Accounting and Tax Treatment 7.17 Undisclosed Liabilities 7.18 Loans 7.19 Year 2000 Readiness
REPRESENTATIONS AND WARRANTIES OF NBC. As of the date hereof, NBC has delivered to Seasons a schedule (the “NBC Disclosure Schedule”) setting forth, among other things, certain items, the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in this Article V or to one or more covenants contained in Article VI; provided, however, that (i) no such item is required to be set forth in the NBC Disclosure Schedule 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 under the standard established by Section 8.3(a), and (ii) the mere inclusion of an item in the NBC Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by NBC that such item represents a material exception or fact, event or circumstance or that such item is or would be reasonably likely to result in a Material Adverse Effect on NBC. NBC hereby represents and warrants to Seasons as follows:
REPRESENTATIONS AND WARRANTIES OF NBC. NBC represents and warrants to Xoom and Xenon 2 as follows, PROVIDED that none of the representations or warranties contained in this SECTION 4.1 are made with respect to SNAP, its assets, Liabilities or the business conducted thereby except paragraphs (a), (b) and (c) and the second sentence of paragraph (g) to the extent related to the ownership or transfer of the SNAP Units:
(a) DUE ORGANIZATION, POWER AND GOOD STANDING. NBC, NMC and each of Neon's Subsidiaries that is a party to an Implementing Agreement is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite power and authority to own, lease and operate its properties and to conduct its business as now conducted by it. NBC, NMC and each of Neon's Subsidiaries that is a party to an Implementing Agreement has all requisite power and authority to enter into this Agreement and the Implementing Agreements to which it is a party and to perform its obligations hereunder and thereunder. NBC, NMC and each of Neon's Subsidiaries that is a party to an Implementing Agreement is qualified to do business and is in good standing in all jurisdictions in which it conducts its business, except where the failure to do so would not, individually or in the aggregate, taken as a whole, have a Material Adverse Effect.
REPRESENTATIONS AND WARRANTIES OF NBC. NBC represents and warrants to the Company as of the date hereof and as of the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES OF NBC. NBC represents and warrants to Xoom and Xenon 2 as follows, provided that none of the representations or warranties contained in this Section 4.1 are made with respect to SNAP, its assets, Liabilities or the business conducted thereby except paragraphs (a), (b) and (c) and the second sentence of paragraph (g) to the extent related to the ownership or transfer of the SNAP Units:
(a) Due Organization, Power and Good Standing. NBC, NMC and each of Neon's Subsidiaries that is a party to an Implementing Agreement is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite power and authority to own, lease and operate its properties and to conduct its business as now conducted by it. NBC, NMC and each of Neon's Subsidiaries that is a party to an Implementing Agreement has all requisite power and authority to enter into this Agreement and the Implementing Agreements to which it is a party and to perform its obligations hereunder and thereunder. NBC, NMC and each of Neon's Subsidiaries that is a party to an Implementing Agreement is qualified to do business and is in good standing in all jurisdictions in which it conducts its business, except where the failure to do so would not, individually or in the aggregate, taken as a whole, have a Material Adverse Effect.
REPRESENTATIONS AND WARRANTIES OF NBC. NBC hereby represents and warrants as follows:
3.1 As a material inducement to the Acquisition Parties to enter into this Agreement, NBC hereby represents and warrants that it is a duly organized, validly existing national banking corporation in good standing under the laws of the United States and the states in which it does business. The bank has the requisite power and authority and all authorizations necessary to enter into, deliver and carry out its obligations pursuant to this Agreement and any transactions pursuant thereto to which it is or shall become a party. This Agreement and each transaction document related thereto to which NBC is or becomes a party shall constitute a valid and binding obligation of NBC which is enforceable in accordance with its terms and its execution and performance will not conflict with or result in a breach of the terms, conditions or provisions of any other agreement of which it is a party or a violation of any regulatory provision applicable to it.
3.2 Approval by the shareholders of NBCCC for this merger is not required because:
(a) The articles of incorporation of NBCCC will not differ from its articles before the merger;
(b) Each shareholder of NBCCC whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares, with identical designations, preferences, limitations and relative rights, immediately after;
(c) The number of voting shares outstanding immediately after the merger, plus the number of voting shares issuable as a result of the merger (either by the conversion of securities issued pursuant to the merger or the exercise of right and warrants issued pursuant to the merger), will not exceed by more than twenty percent (20%) the total number of voting shares of NBCCC outstanding immediately before the merger; and
(d) The number of participating shares outstanding immediately after the merger, plus the number of participating shares issuable as a result of the merger (either by the conversion of securities issued pursuant to the merger), will not exceed by more than twenty percent (20%) the total number of participating shares outstanding immediately before the merger.
REPRESENTATIONS AND WARRANTIES OF NBC. NBC hereby makes the following representations and warranties to the Estate:
