REPRESENTATIONS AND WARRANTIES OF PARADIGM. Except as set forth in the Schedules delivered to PSXP by Paradigm on the date hereof, Paradigm represents and warrants to PSXP as of the date hereof and as of the Closing as follows:
REPRESENTATIONS AND WARRANTIES OF PARADIGM. Paradigm represents and warrants to you as follows:
(a) The execution, delivery and performance of this Agreement by Paradigm have been duly authorized by all requisite corporate action and will not violate any provision of the law, any order of any court or other agency of government, the Certificate of Incorporation or Bylaws of Paradigm or any provision of any indenture, agreement or other instrument to which it or any of its properties or assets is bound, conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of Paradigm.
(b) This Agreement has been duly executed and delivered by Paradigm and constitutes the legal, valid and binding obligation of Paradigm, enforceable in accordance with its terms.
REPRESENTATIONS AND WARRANTIES OF PARADIGM. 14 5.1 Organization, Good Standing and Power ......................................................... 14 5.2 Authority ..................................................................................... 14 5.3
REPRESENTATIONS AND WARRANTIES OF PARADIGM. Except as noted on the Paradigm Disclosure Schedule, Paradigm represents and warrants as follows:
REPRESENTATIONS AND WARRANTIES OF PARADIGM. Paradigm represents and ---------------------------------------------- warrants to, and covenants with FullCircle and acknowledges that FullCircle relies on such representations and warranties in entering into and proceeding under this Agreement, which representations, warranties and covenants of Paradigm shall be true and correct on and as of the Closing Date as if made on and as of the Closing Date, except for changes resulting from the ordinary course of Paradigm's business or as contemplated by this Agreement, for which Paradigm shall certify and deliver its certification attesting to same, as of the Closing Date, that:
a) Corporate standing. Paradigm is a corporation, duly organized, validly ------------------- existing, and in good standing under the laws of its jurisdiction of incorporation and under the laws of Kentucky with full corporate power and authority to enter into this Agreement, own or hold the Assets, and/or assets employed in the business, to carry on the business presently being conducted by it, to enter into this Agreement and all other agreements contemplated by this Agreement, and to consummate the transactions contemplated hereunder and thereunder. It is duly authorized, qualified, franchised, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets and to carry on its business on all material respects as it is now being conducted, and there is no jurisdiction in which the character and location of the assets owned by it, or the nature of the business transacted by it, requires further or other qualification.
b) Authorization, execution, and delivery of this Agreement. This Agreement ----------------------------------------------------------- has been duly authorized by all necessary corporate action of Paradigm and has been duly executed and delivered by Paradigm and Paradigm has taken all action required by law, its Articles of Incorporation, its Bylaws, or otherwise approved by its Board of Directors and binding on its directors, officers and shareholders, to authorize the execution and delivery of this Agreement. The execution and delivery by Paradigm of this Agreement and the consummation by Paradigm of the transactions contemplated hereby will not conflict with or constitute a violation of the Articles of Incorporation or Bylaws of Paradigm or conflict with or constitute a violation, breach, or default under any material contract, trust agreement...
REPRESENTATIONS AND WARRANTIES OF PARADIGM. Paradigm represents and warrants as of the Closing Date that:
REPRESENTATIONS AND WARRANTIES OF PARADIGM. 13 Section 3.1. Organization........................................................... 13 Section 3.2. Approvals; Authority................................................... 13 Section 3.3. No Conflict With Other Instruments..................................... 14 Section 3.4. Litigation and Other Proceedings....................................... 14 Section 3.5. Regulatory Approvals.................................................. 14
REPRESENTATIONS AND WARRANTIES OF PARADIGM. Paradigm represents and warrants to DSB that the statements contained in this Article III are true and correct in all material respects as follows:
REPRESENTATIONS AND WARRANTIES OF PARADIGM. Paradigm hereby represents and warrants to Quinxxx xx follows:
REPRESENTATIONS AND WARRANTIES OF PARADIGM. Except as described in the Paradigm disclosure schedule certified by the President of Paradigm and delivered by Paradigm to NewLogic prior to the execution of this Agreement (the "Paradigm Disclosure Schedule"), Paradigm represents and warrants to NewLogic that the representations and warranties set forth below are true and correct as of the date hereof. As used in this Agreement, (a) "
