REPRESENTATIONS AND WARRANTIES OF PARENT COMPANY. Parent and Acquisition Subsidiary, jointly and severally, hereby represent and warrant to the Company that:
REPRESENTATIONS AND WARRANTIES OF PARENT COMPANY. IV.1.Corporate Existence and Power. Parent is a corporation duly organized and existing in good standing under the laws of the State of Delaware. Acquisition Subsidiary is a corporation duly organized and existing in good standing under the laws of England and Wales. Parent and Acquisition Subsidiary have heretofore delivered to the Company complete and correct copies of their respective Articles of Incorporation, By-Laws, Articles of Organization and Operating Agreement as now in effect. Parent and Acquisition Subsidiary have full corporate power and authority to carry on their respective businesses as they are now being conducted and as now proposed to be conducted and to own or lease their respective properties and assets. Neither Parent nor Acquisition Subsidiary has any subsidiaries (except Parent’s ownership of Acquisition Subsidiary) or direct or indirect interest (by way of stock ownership or otherwise) in any firm, corporation, limited liability company, partnership, association, or business. Parent shall own all the issued and outstanding membership interests of Acquisition Subsidiary free and clear of all Liens, and Acquisition Subsidiary has no outstanding options, warrants or rights to purchase its membership interests or other securities of Acquisition Subsidiary, other than the membership interest owned by Parent. Unless the context otherwise requires, all references in this Article V to “Parent” shall be treated as being a reference to Parent and Acquisition Subsidiary taken together as one enterprise.
REPRESENTATIONS AND WARRANTIES OF PARENT COMPANY. Parent Company hereby represents and warrants to the Seller that:
REPRESENTATIONS AND WARRANTIES OF PARENT COMPANY. Bridge represents and warrants to each Underwriter as of the date hereof, as of Closing Time referred to in Section 2(c) hereof, and as of each Date of Delivery (if any) referred to in Section 2(b) hereof, and agrees with each Underwriter, as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT COMPANY. Holdings and the Management Representative. Parent, Company, Holdings and the Management Representative hereby represent and warrant, severally and not jointly, to each other Party as follows (provided, that (x) the representation and warranty made in Section 4(d) shall only be made by Parent, and (y) the representations and warranties made in Section 4(e) shall only be made by Company and Holdings):
