Representations and Warranties of Parent and the Merger Subsidiary. Each of Parent and the Merger Subsidiary hereby represents and warrants to the Stockholder as follows:
Representations and Warranties of Parent and the Merger Subsidiary. Parent and the Merger Subsidiary represent and warrant to Opticon that the statements contained in Article 4 are true and correct in all material respects. As used in this Article 4 and elsewhere in this Agreement, the phrase "to Parent's or the Merger Subsidiary's knowledge" or "to Parent's or the Merger Subsidiary's actual knowledge" shall mean to the knowledge of the officer of Parent or the Merger Subsidiary who has the principal responsibility for the matter being stated.
Representations and Warranties of Parent and the Merger Subsidiary. Except as Previously Disclosed, Parent and the Merger Subsidiary hereby represent and warrant to the Company as follows:
(a) Organization, Standing and Authority. Parent has been duly organized and is an existing Aktiengesellschaft under the laws of Switzerland and is in good standing under the laws of Switzerland. The Merger Subsidiary has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware. Each of Parent and the Merger Subsidiary is duly qualified to do business and is in good standing in the States of the United States and foreign jurisdiction (with respect to jurisdictions which recognize such concept) where its ownership or leasing of property or the conduct of its business requires it to be so qualified. Each of Parent and its Subsidiaries has in effect all United States Federal, state, local and foreign governmental authorizations necessary for it to own or lease its properties and assets and to carry on its business as it is now conducted.
Representations and Warranties of Parent and the Merger Subsidiary. Each of the Parent and the Merger Subsidiary jointly and severally, represents and warrants, to the Company and NEC VT as follows:
SECTION 5.1 Organization and Business: Power and Authority: Effect of Transaction.
A. Each of the Parent and the Merger Subsidiary:
(i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; and
(ii) has all requisite corporate power and authority to own or hold under lease Its properties and to conduct its business as now conducted and has in full force and effect all Governmental Authorizations and Private Authorizations and has made all Governmental Filings, to the extent required for such ownership and lease of its property and conduct of its business, except to the extent that the failure to have obtained any such Governmental Authorization or Private Authorization or to have made any such Governmental Filing would not have an Adverse Effect.
B. Each of the Parent and the Merger Subsidiary has all requisite corporate power and authority and has in full force and effect all Governmental Authorizations and Private Authorizations in order to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto and to consummate the Acquisition Merger and the Transactions, and the execution, delivery and performance of this Agreement and each Collateral Document executed or required to be executed pursuant hereto or thereto have been duly authorized by all requisite corporate or other action. This Agreement has been duly executed and delivered by the Parent and the Merger Subsidiary and constitutes, and each Collateral Document executed or required to be executed pursuant hereto or thereto or to consummate the Acquisition Merger and the Transactions, when executed and delivered by the Company will constitute, legal, valid and binding obligations of the Parent and the Subsidiary, enforceable in accordance with their respective terms, except as such enforceability may be subject to bankruptcy, moratorium, insolvency, reorganization, arrangement, voidable preference, fraudulent conveyance or other similar laws relating to or affecting the rights of creditors, and except as the same may be subject to the effect of general principles of equity.
C. Except as set forth in Section 5.1(C) of the Parent Disclosure Schedule, neither the execution and delivery of this A...
Representations and Warranties of Parent and the Merger Subsidiary. 12 4.1. Parent's and Merger Subsidiary's Organization and Good Standing................... 13 4.2. Power and Authority: Execution and Delivery....................................... 13 4.3.
Representations and Warranties of Parent and the Merger Subsidiary. As an inducement to the Company to enter into this Agreement, Parent and the Merger Subsidiary jointly and severally represent and warrant to the Company as follows:
4.1. Parent's and Merger Subsidiary's Organization and Good Standing. Each of Parent and the Merger Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of the States of Arkansas and Delaware, respectively, and has all corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each of Parent and the Merger Subsidiary is duly qualified to do business and in good standing in each jurisdiction where the character of property owned or leased by it or the nature of its activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not result in a Parent Material Adverse Effect or would not materially prevent or delay consummation of the transactions contemplated by this Agreement
Representations and Warranties of Parent and the Merger Subsidiary. As a material inducement to the Company to enter into this Agreement, Parent and the Merger Subsidiary hereby jointly and severally represent and warrant to the Company as follows, which representations and warranties are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing (as though made then and as though the Closing were substituted for the date of this Agreement throughout this Article VI), except as set forth in the Disclosure Schedule. Nothing in the Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the Disclosure Schedule identifies the exception with particularity and describes the relevant facts in detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other item itself). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Article VI. References in this Article VI to Parent will, in all instances, be read to include the Merger Subsidiary unless specifically provided to the contrary below or unless the context otherwise requires.
Representations and Warranties of Parent and the Merger Subsidiary. Parent and Merger Subsidiary, jointly and severally, hereby represent and warrant to the Company as follows:
Representations and Warranties of Parent and the Merger Subsidiary. Parent and Merger Subsidiary, jointly and severally, hereby represent and warrant to the Company as follows:
5.1 Organization, Standing, etc. of Parent. Parent is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite power and authority to own its assets and to carry on its business as presently conducted. Parent has all requisite power and authority to execute, deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.
