Representations and Warranties of NCC. NCC represents and warrants to the Land Trust that:
(a) the execution and delivery of this Agreement by it and the carrying out by it of all of the activities contemplated hereby, have been duly authorized by all requisite action of its Board;
(b) it has full power to execute and deliver this Agreement and to perform its obligations hereunder;
(c) this Agreement constitutes a legally binding obligation of NCC, enforceable against it in accordance with its terms.
Representations and Warranties of NCC. NCC represents and warrants to the Organization that:
(a) the execution and delivery of this Agreement by it, and the carrying out by it of all of the obligation contemplated hereby, have been duly authorized by all requisite action of its Board;
(b) it has full power to execute and deliver this Agreement and to perform its obligations hereunder;
(c) this Agreement constitutes a legally binding obligation of NCC, enforceable against it in accordance with its terms.
Representations and Warranties of NCC. NCC hereby represents and warrants to PBI as follows:
Representations and Warranties of NCC. NCC (as used in the following representations and warranties with respect to status or condition, “NCC” includes every subsidiary of NCC, all of which are identified in Schedule A) represents and warrants to HSI, as follows:
(a) NCC and each subsidiary is a duly organized and an existing entity in good standing under the laws of its state of incorporation and has full corporate power to execute, deliver and perform this Agreement.
(b) NCC and each subsidiary is qualified to do business and in good standing in each state and jurisdiction in which the nature of its activities and ownership of property require it to be qualified as a foreign corporation.
(c) All information set forth in registrations and reports filed by NCC pursuant to §§12(g) and 13 under the Exchange Act contain accurate and complete material information as required by such registrations and reports as of the date of such information reflected therein, except as amended or modified in writing delivered by NCC to HSI; and, all the information NCC has filed through the SEC’s XXXXX website xxxx://xxx.xxx.xxx relating to NCC was, to the best knowledge of NCC, on the date reflected in each such item of information accurate in all material respects and, to the best knowledge of NCC, such information at the date hereof taken as a whole provides full and fair disclosure of all material information relating to NCC and does not, to the best knowledge of NCC, omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(d) This Agreement has been duly and validly authorized, executed and delivered by NCC and constitutes the legal, valid and binding obligation of NCC enforceable against it, in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of, relating to or affecting stockholders and creditors rights generally and to general equitable principles.
(e) To the best knowledge of NCC, the execution of this Agreement and consummation of the transactions contemplated hereby does not conflict with and will not result in any adverse consequences to or material breach of any agreement (financing or otherwise), mortgage, instrument, judgment, decree, law or governmental regulation, license, permit or authorization by NCC or in the loss, forfeiture or waiver of any rights, license, authorization or franchise owned by NCC, from which NCC benefits or which is de...
Representations and Warranties of NCC. Except as disclosed in any publicly available report, statement, schedule, form or other document filed by NCC with the SEC in each case after December 31, 2017 and prior to the date hereof (but excluding any risk factor disclosures contained under the heading “Risk Factors,” any disclosure of risks included in any “forward-looking statements” disclaimer or any other statements that are similarly cautionary, non-specific or predictive or forward-looking in nature), NCC hereby represents and warrants to PCB as follows:
Representations and Warranties of NCC. Except as disclosed in (a) a Schedule (subject to Section 11.4 below) or (b) any publicly available report, statement, schedule form or other document filed by NCC with the SEC in each case after December 31, 2016 and prior to the date hereof (but excluding any risk factor disclosures contained under the heading “Risk Factors,” any disclosure of risks included in any “forward-looking statements” disclaimer or any other statements that are similarly cautionary, non-specific or predictive or forward-looking in nature), NCC hereby represents and warrants to FFHI as follows:
Representations and Warranties of NCC. NCC hereby represents, warrants and covenants to Client, as of the date hereof, that:
(a) NCC is a duly organized and validly existing corporation, and has full power to enter into this Agreement and to carry out the transactions contemplated hereby; the execution and delivery of this Agreement and the performance by NCC of the transactions contemplated hereby have been duly authorized by all necessary corporate action; and this Agreement constitutes a legal, valid and binding obligation of NCC, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency or similar laws affecting the rights and remedies of creditors generally and the availability of equitable remedies; and
(b) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will constitute a violation or default of any statute, rule or decree of any court, administrative agency or governmental body to which NCC is or may be subject, or any material agreement by which Client or any of its assets is bound.
Representations and Warranties of NCC with respect to the NCC. NCC hereby makes each of the following representations and warranties to Crown and Newco:
Representations and Warranties of NCC. NCC hereby represents and warrants to United as follows:
Representations and Warranties of NCC
