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. 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. Each of Parent and Newco represent and warranty jointly and severally to the Company as of the date of this Agreement and as of the Effective Time 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. Parent and Newco hereby jointly and severally represent and warrant to the Company as of the Closing Date as follows:
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, 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. 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 represent and warrant to Company as follows:
(a) Organization, Standing and Corporate Power. Each of Parent and Newco is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated and has the requisite corporate power and authority to carry on its business as now being conducted. Each of Parent and Newco 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 it.
