REPRESENTATIONS AND WARRANTIES OF PARENT AND NEWCO. Each of Parent and Newco represent and warrant jointly and severally to the Company that:
REPRESENTATIONS AND WARRANTIES OF PARENT AND NEWCO. Each of Parent and Newco represent and warrant jointly and severally to the Company as of November 21, 2001 and as of the Effective Time that:
REPRESENTATIONS AND WARRANTIES OF PARENT AND NEWCO. Parent and Newco hereby represent and warrant to Stockholder as of the date hereof and at all times during the Term that:
REPRESENTATIONS AND WARRANTIES OF PARENT AND NEWCO. 5.1 Corporate Organization and Qualification . . . . . . 28 5.2 Capitalization . . . . . . . . . . . . . . . . . . . 30 5.3 Authority Relative to This Agreement . . . . . . . . 30 5.4 Consents and Approvals; No Violation . . . . . . . . 31 5.5 Financing . . . . . . . . . . . . . . . . . . . . . 32 5.6 SEC Reports; Financial Statements . . . . . . . . . 32 5.7 Statutory Statements . . . . . . . . . . . . . . . . 33 5.8 Absence of Certain Changes or Events . . . . . . . . 34 5.9
REPRESENTATIONS AND WARRANTIES OF PARENT AND NEWCO. Except as set forth in the disclosure letter delivered by Parent and Newco to the Company (the "Parent Disclosure Letter"), Parent and Newco hereby represent and warrant to the Company, that:
REPRESENTATIONS AND WARRANTIES OF PARENT AND NEWCO. Parent and Newco hereby represent and warrant to Company, except as otherwise set forth in Parent SEC Reports (as defined in SECTION 3.4 below), that:
REPRESENTATIONS AND WARRANTIES OF PARENT AND NEWCO. Except as expressly set forth on the Disclosure Schedule (with specific reference to the Section or subsection of this Agreement to which the information stated in such Disclosure Schedule relates, with such disclosure to be applicable to other Sections or subsections of this Agreement to the extent a matter is disclosed in such a way as to make its relevance to the information called for by such other Sections or subsections readily apparent) delivered by Parent and Newco to the Company in connection with the execution of this Agreement, Parent and Newco represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND NEWCO. 23 5.1 Corporate Organization and Qualification.........................23 5.2 Authority Relative to This Agreement.............................24 5.3 Consents and Approvals; No Violation.............................24 5.4
REPRESENTATIONS AND WARRANTIES OF PARENT AND NEWCO. To induce the Company to enter into this Agreement and consummate the transactions contemplated hereby, Parent and Newco represent to the Company that, except as set forth in the Disclosure Schedule delivered by Parent and Newco to the Company prior to the execution of this Agreement, the statements contained in this Article V are true and correct as of the date of this Agreement and will be true and correct as of the Closing as though made as of the Closing, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties will be true and correct as of such date).
REPRESENTATIONS AND WARRANTIES OF PARENT AND NEWCO. Parent and Newco hereby jointly and severally represent and warrant to the Company as of the Closing Date as follows:
