Representations and Warranties of NSC. NSC represents and warrants to the Funds that:
3.01. It is a limited liability company duly organized and existing and in good standing under the laws of the State of Delaware.
3.02. It has the legal power and authority to carry on its business in the State of New Jersey.
3.03. It is empowered under applicable laws and by its Charter and Operating Agreement to enter into and perform this Agreement.
3.04. All requisite corporate proceedings required by its Charter and Operating Agreement have been taken to authorize it to enter into and perform this Agreement.
3.05. It is duly registered as transfer agent under Section 17A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
3.06. It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.
Representations and Warranties of NSC. NSC represents and warrants to Turbo as follows:
Representations and Warranties of NSC. 7 Article 4 Representations and Warranties of the Fund...........................7 Article 5 Indemnification......................................................8 Article 6 Covenants of the Fund and NSC.......................................10 Article 7 Insurance...........................................................12
Representations and Warranties of NSC. SECTION 3.1 Power, Authority, No Contravention............. 5 SECTION 3.2 Third Party Consents and Governmental Approvals 5 SECTION 3.3 Litigation..................................... 5 SECTION 3.4 Title.......................................... 6 ARTICLE IV
Representations and Warranties of NSC. NSC hereby represents and warrants to DTE Coal as of the date hereof and as of the Closing Date as follows:
Representations and Warranties of NSC. NSC hereby represents and warrants to HEALTHSOUTH and the Subsidiary as follows:
Representations and Warranties of NSC. 5 (a) Organization, Standing and Corporate Power.............................................5 (b) Subsidiaries...........................................................................6 (c) Capital Structure......................................................................6 (d)
Representations and Warranties of NSC. Except as disclosed in the SEC Documents (as defined in Section 3.1(e)) or as set forth in the Disclosure Letter delivered by NSC to Holdings prior to the execution of this Agreement (the "Disclosure Letter"), NSC hereby represents and warrants to Holdings as follows:
Representations and Warranties of NSC. NSC represents and ------------------------------------- warrants to Buyer as follows:
4.1 Status; Authority, Binding Agreement. NSC has all requisite power and authority, corporate or otherwise, to enter into this Agreement and to carry out its obligations hereunder. This Agreement has been duly executed and delivered by NSC and this Agreement constitutes, and all other agreements, documents and instruments to be executed and delivered by NSC pursuant hereto will constitute, the legal, valid and binding obligations of NSC, enforceable against NSC in accordance with their terms (subject, as to the enforcement of remedies, to general principles of equity and to bankruptcy, insolvency and similar laws affecting creditors' rights generally).
4.2 [Intentionally Omitted].
Representations and Warranties of NSC. NAC and NKK -------------------------------------------------- Except as to Section 4.6, each of NSC, NAC and NKK repre sents and warrants to Avatex as follows:
