REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUIRER. Subject to the exceptions, qualifications and other matters set forth in the disclosure letter delivered by Parent to the Sellers concurrently with the execution of this Agreement (the “Parent Disclosure Letter”) (each of which disclosures, in order to be effective, shall indicate the Section and, if applicable, the subsection of this Article IV to which it relates (unless and only to the extent the relevance to other representations and warranties is reasonably apparent from the face of the disclosures)), Parent and Acquirer represent and warrant to each of the Sellers as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUIRER. Except as set forth in the Disclosure Schedule attached hereto as Exhibit D (the “VIASPACE Disclosure Schedule”) or the SEC Reports (as defined below), the representations and warranties of each VIASPACE Entity in this Agreement shall be true and correct in all material respects (if not qualified by materiality) and in all respects (if qualified by materiality) on and as of the Closing as though such representations and warranties were made on and as of such time except for changes contemplated by this Agreement and except for representations and warranties which address matters as of a particular date which shall remain true and correct as of such particular date. Each of Parent and Acquirer (“VIASPACE Entity”) hereby represents and warrants, severally but not jointly, to each Shareholder as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUIRER. Except as specifically set forth in the Disclosure Schedule prepared by Parent and Acquirer and delivered to Target Members simultaneously with the execution hereof (“Acquirer Disclosure Schedule”), Parent and Acquirer make the following representations and warranties.
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUIRER. Parent and Acquirer represent and warrant to Target (for the benefit of Target prior to the Effective Date and for the benefit of Target Stockholders after the Effective Date) as follows. For purposes of this Agreement, the term "Knowledge" in relation to Parent or Acquirer means the actual knowledge, after reasonable inquiry, of Xxxxx X. Xxxx or Xxxxxxx X. Xxxxxxxx.
4.1. Organization and Standing of Parent and Acquirer. Each of Parent and Acquirer is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own or lease and operate its properties and to carry on its business as now conducted. Each of Parent and Acquirer has delivered to Target complete and correct copies of its Certificate of Incorporation and By-Laws and all amendments thereto. Parent is duly qualified and in good standing as a foreign corporation in each jurisdiction, if any, in which the character of the properties owned or leased or the nature of the activities conducted by it makes such qualification necessary.
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUIRER. Each of Acquirer and Parent hereby represents and warrants to the Company and the Company Shareholders as follows:
