REPRESENTATIONS AND WARRANTIES OF PINNACLE. Except as and to the extent set forth in the letter dated the date of this Agreement and delivered to Pinnacle by Aztar concurrently with the execution and delivery of this Agreement (the "Pinnacle Disclosure Letter") and, to the extent the qualifying nature of such disclosure is readily apparent therefrom, except as and to the extent set forth in the Pinnacle Reports (as defined in Section 3.02(f)) filed on or after January 1, 2005 and prior to the date hereof (excluding any disclosures set forth in any risk factor section, in any section relating to forward looking statements and any other disclosures included therein to the extent that they are cautionary, predictive or forward-looking in nature), Pinnacle represents and warrants to Aztar as follows:
REPRESENTATIONS AND WARRANTIES OF PINNACLE. Pinnacle hereby represents and warrants to Seller as of the date of this Agreement and as of the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES OF PINNACLE. Except as set forth in the disclosure letter delivered to Quest by Pinnacle at or prior to the execution of this Agreement (the “Pinnacle Disclosure Letter”) and making reference to the particular subsection of this Agreement to which exception is being taken (provided that any information set forth in one section or subsection of the Pinnacle Disclosure Letter shall be deemed to apply to each other section or subsection thereof to which its relevance is reasonably apparent), Pinnacle represents and warrants to Quest and MergerSub that:
REPRESENTATIONS AND WARRANTIES OF PINNACLE. Pinnacle hereby represents and warrants to Accelerated that:
3.1 Pinnacle is a corporation duly organized, validly existing, and in good standing under the laws of the state of Nevada and is duly authorized to transact business;
3.2 The execution and delivery of this Agreement and the consumption of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on part of Pinnacle.
3.3 This Agreement has been duly executed and delivered by Pinnacle, and this Agreement and all other documents to be executed and delivered by it in connection with the consummation of the transactions contemplated hereby do and will, when executed and delivered by Pinnacle, constitute valid, legally binding and enforceable obligations of Pinnacle, except as may be restricted, limited or delayed by applicable bankruptcy, insolvency, reorganization, moratorium or other laws, or by equitable principles, relating to or limiting creditors' rights generally; and
3.4 The execution of this Agreement and its delivery by Pinnacle, the consummation of the transactions contemplated hereby and the compliance by Pinnacle with the provisions hereof will not violate or be in conflict with any provision of Pinnacle's Articles of Incorporation. Or result in a material default under the terms, conditions or provisions of any agreement, instrument of obligation to which Pinnacle is a party, or by which it or any of the properties or assets of Pinnacle may be bound of affected, which would prevent Pinnacle from performing its obligations hereunder, or violate any order, writ, injunction, decree, statute, rule or regulation applicable to Pinnacle.
REPRESENTATIONS AND WARRANTIES OF PINNACLE. Except as disclosed in the Pinnacle disclosure schedule delivered to IFC concurrently herewith (the "Pinnacle Disclosure Schedule"), Pinnacle hereby represents and warrants to IFC as follows:
REPRESENTATIONS AND WARRANTIES OF PINNACLE. Pinnacle hereby represents and warrants to the Shareholders as follows:
REPRESENTATIONS AND WARRANTIES OF PINNACLE. As an inducement to the Augusta Group to enter into this Agreement and to consummate the transactions contemplated hereby, and with the knowledge that the Augusta Group shall rely thereon, Pinnacle, represents and warrants to the Augusta Group, subject to Section 6.4, the following as of the date of this Agreement:
REPRESENTATIONS AND WARRANTIES OF PINNACLE. (a) Pinnacle hereby represents and warrants that it has removed from all of its offices any signs, letterhead, forms or anything else that contains the name of Gilman + Ciocia, Inc., Prime Fixxxxxxl Services, Inc. or Prime Capital Services, Inc.
(b) Pinnacle hereby represents and warrants that it is no longer using and will not use in the future any Gilman vendor accounts (other txxx xxcounts identified on Schedule "7", which the parties are cooperating to transfer), and Pinnacle, Puyear and Povinelli hold Gilmax xxxxless xxxx xxx damagex xxxxuding any monies paid by judgment, settlement or otherwise (all of which shall be within Gilman's sole discretion) resulxxxx xxxrefrom.
(c) Pinnacle hereby represents and warrants that it will not renew or exercise the option on any of the leases set forth in Schedule "6a" without obtaining a release on behalf of Gilman directly from the landloxx. Xx it does make such a renewal or exercises such an option without getting a release for Gilman in violation of this parxxxxxx, Pinnacle, Puyear and Povinelli hereby indxxxxxx Gilmxx xxx xxy damages resultinx xxxxefrom, including any monies paid by judgment, settlement or otherwise (all of which shall be within Gilman's sole discretion), costx xxx xxasonable attorney's fees.
REPRESENTATIONS AND WARRANTIES OF PINNACLE. 3.1 Corporate Organization . . . . . . . . . . . . . . . . . . . . . . 9 3.2 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . 10 3.3
REPRESENTATIONS AND WARRANTIES OF PINNACLE. Except as disclosed in the Pinnacle disclosure schedule delivered to CB concurrently herewith (the "Pinnacle Disclosure Schedule"), Pinnacle hereby represents and warrants to CB as follows:
