REPRESENTATIONS AND WARRANTIES OF NOVA. Nova hereby represents and warrants to Saturn and the Subs, subject only to such exceptions as are specifically disclosed in writing in the disclosure schedule supplied by Nova to Saturn (which such exceptions shall reference the specific section and, if applicable, subsection number of this Article II to which it applies, and any information disclosed in any such section or subsection shall be deemed to be disclosed only for purposes of such section or subsection, except to the extent it is reasonably apparent that the disclosure contained in such section or subsection contains enough information regarding the subject matter of other representations and warranties contained in this Article II so as to qualify or otherwise apply to such other representations and warranties), dated as of the date hereof and certified by a duly authorized officer of Nova (the “Nova Disclosure Letter”), as follows:
REPRESENTATIONS AND WARRANTIES OF NOVA. NOVA makes the following representations and warranties to the Bank as of the date hereof and as of the Effective Date:
REPRESENTATIONS AND WARRANTIES OF NOVA. NOVA hereby represents and warrants as follows:
7.1.1 It has the power to enter into and perform this Agreement in accordance with its constitutional documents and business scope, and has taken all necessary action to obtain all consents and approvals necessary to execute and perform this Agreement. Each transaction document has been (or upon delivery will have been) duly executed by NOVA and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of NOVA enforceable against NOVA in accordance with its terms except: (i) as limited by applicable bankruptcy, insolvency. Fraudulent transfer, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
7.1.2 The execution and performance of this Agreement by NOVA does not and will not result in any violation of enforceable or effective laws or contractual limitations.
7.1.3 Upon execution, this Agreement shall constitute the legal, valid and binding obligation of NOVA and may be enforceable in accordance therewith.
REPRESENTATIONS AND WARRANTIES OF NOVA. NOVA represents and warrants to the Bank and Parent as follows:
(a) NOVA is a duly organized corporation, validly existing and in good standing under the laws of the State of Georgia. NOVA has full power and authority to carry on its business as it is now being conducted and to own and operate its properties and assets.
(b) NOVA has all requisite power and authority to enter into, adopt and perform all of its obligations under this Agreement. The execution, adoption and delivery of this Agreement have been duly and validly authorized by all necessary corporate action on the part of NOVA, and upon execution and delivery by the other parties hereto, this Agreement will constitute a legal, valid and binding obligation of NOVA, enforceable against it in accordance with its terms.
(c) Neither the execution and delivery by NOVA of this Agreement nor the performance of this Agreement by NOVA will violate any applicable law, rule or regulation. The performance of this Agreement by NOVA will not violate NOVA's articles of incorporation or bylaws, or any contract or other instrument to which it is a party or by which it is bound and will not violate any outstanding judgment, order, injunction, law, rule or regulation to which it is subject.
(d) There are no actions, suits, claims, governmental investigations or proceedings instituted, pending or, to the knowledge of NOVA, threatened against NOVA or against any asset, interest or right of NOVA, that would, if determined adversely to NOVA, have a material adverse effect on NOVA or would materially adversely affect the ability of NOVA to perform its obligations under this Agreement.
REPRESENTATIONS AND WARRANTIES OF NOVA. Except as set forth in the schedule delivered by Nova to Biosource and the Biosource Shareholders contemporaneously with the execution of this Agreement (the “Nova Disclosure Schedule”), Nova represents, warrants, and covenants to Biosource and the Biosource Shareholders as follows:
REPRESENTATIONS AND WARRANTIES OF NOVA. (1) Except (i) to the extent qualified as set forth in the Nova Disclosure Letter or (ii) as disclosed in the Nova Filings in documents filed prior to the date hereof, excluding any disclosures contained under the heading "Risk Factors" and any disclosure of risks included in any "forward-looking statements" disclaimer or in any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature, Nova represents and warrants to Metalla as set forth in Schedule C and acknowledges and agrees that Metalla is relying upon such representations and warranties in connection with the entering into of this Agreement.
(2) The representations and warranties of Nova contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.
REPRESENTATIONS AND WARRANTIES OF NOVA. Except (i) to the extent qualified as set forth in the correspondingly numbered paragraph of the Nova Disclosure Letter (it being agreed that disclosure of any item in any section or subsection of the Nova Disclosure Letter will be deemed disclosure with respect to any other section or subsection to which the relevance of such item is readily apparent on its face) or (ii) as disclosed in the Nova Filings in documents filed prior to the date hereof, excluding any disclosures contained under the heading "Risk Factors" and any disclosure of risks included in any "forward-looking statements" disclaimer or in any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature, Nova represents and warrants to Metalla as set forth in this Schedule C and acknowledges and agrees that Metalla is relying upon such representations and warranties in connection with the entering into of this Agreement.
REPRESENTATIONS AND WARRANTIES OF NOVA. Except as set forth in the NOVA Disclosure Schedule (as defined in subsection 3.01(a)), attached hereto as Exhibit B, or a certain schedule comprising the Disclosure Schedule, NOVA represents and warrants to UBI as follows:
(a) Organization, Standing and Corporate Power. NOVA is duly organized, validly existing and in good standing under the laws of The People’s Republic of China and has the requisite corporate power and authority to carry on its business as now being conducted. NOVA is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate) would not have a material adverse effect with respect to NOVA .
REPRESENTATIONS AND WARRANTIES OF NOVA. NOVA Corp and NOVA jointly and severally represent and warrant to KeyBank as follows:
1.01 Each of NOVA Corp and NOVA is a corporation duly organized, validly existing and in good standing under the laws of the State of Georgia and has due authority to conduct business in all states where it conducts business, except where the failure to have such authority has not and will not have a Material Adverse Effect.
1.02 The execution and delivery of this Agreement and the consummation of the transactions herein contemplated do not conflict in any material respect with, or constitute a material breach or Default under, the organizational documents of NOVA Corp or NOVA or under the terms and conditions of any Contract to which NOVA Corp or NOVA is a party.
1.03 The NOVA Corp Financial Statements fairly present the financial condition of NOVA Corp and its subsidiaries as of their respective dates, and the results of operations of NOVA Corp and its subsidiaries for the periods indicated, in accordance with GAAP applied on a consistent basis throughout the periods involved, subject, in the case of any unaudited interim financial statements, to normal year-end adjustments, none of which are reasonably likely to be, either individually or in the aggregate, material in amount. Neither NOVA Corp nor any of its subsidiaries has any Liabilities required to be disclosed by NOVA Corp in financial statements prepared in accordance with GAAP applied on a basis consistent throughout the periods involved other than (i) Liabilities disclosed in the NOVA Corp Financial Statements, (ii) Liabilities for which NOVA Corp has made adequate reserves as reflected in the NOVA Corp Financial Statements, and (iii) Liabilities, ordinary in nature and amount, incurred since September 30, 1997 in the ordinary course of business. To the Knowledge of NOVA, there is no basis for a material write-down in the value of the Assets shown in the NOVA Corp Financial Statements. Since September 30, 1997, there has been no Material Adverse Effect on NOVA Corp or any of its subsidiaries.
1.04 Except where such failure to file has not and will not have a Material Adverse Effect, since January 1, 1996, NOVA Corp has filed all forms, reports, statements and other documents required to be filed by it with the Securities and Exchange Commission. The NOVA Corp SEC Reports, as amended to date, (i) were prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended,...
REPRESENTATIONS AND WARRANTIES OF NOVA. NOVA makes the following representations and warranties to MBNA as of the date hereof and as of the Effective Date:
