REPRESENTATIONS AND WARRANTIES OF PREMIER. Premier represents ----------------------------------------- and warrants to the Seller as of the date hereof and as of the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES OF PREMIER. Premier makes the following representations and warranties for the benefit of each Seller as of the date of its execution of this Agreement, the Effective Date, the Closing and the Over-Allotment Closing:
REPRESENTATIONS AND WARRANTIES OF PREMIER. (a) Premier represents and warrants to each Purchaser that (i) it is duly incorporated or organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary power and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement, without the consent, waiver, approval or authorization of, or filing with, any Person or under any applicable law, and has taken all actions necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated by this Agreement; (ii) this Agreement has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of Premier, enforceable against it in accordance with its terms (subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles); (iii) neither the execution and delivery of this Agreement by Premier nor the consummation of the transactions contemplated hereby conflicts with or results in a breach of any of the terms, conditions or provisions of the organizational documents of Premier, any agreement or instrument to which Premier is a party or by which the material assets of Premier are bound, or constitutes a default under any of the foregoing, or violates any law or regulation; (iv) there are no actions, suits or proceedings pending, or, to the knowledge of Premier, threatened against or affecting Premier or Premier’s assets in any court or before or by any Governmental Authority which, if adversely determined, would impair the ability of Premier to perform its obligations under this Agreement; and (v) the performance of this Agreement will not violate any order, writ, injunction, decree or demand of any court or Governmental Authority to which Premier is subject.
REPRESENTATIONS AND WARRANTIES OF PREMIER. (a) Premier represents that it is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has all necessary power and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement, without the consent, waiver, approval or authorization of, or filing with, any other Person or under any applicable law, and has taken all actions necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated by this Agreement.
REPRESENTATIONS AND WARRANTIES OF PREMIER. Premier hereby represents and warrants to the Company and the Shareholders that the following statements are current and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement, except as set forth in the disclosure Exhibits accompanying this Section 3) and the Effective Date. The disclosure Exhibits will be arranged in paragraphs corresponding to the paragraphs contained in this Section.
REPRESENTATIONS AND WARRANTIES OF PREMIER. Premier represents and warrants to Ophthalmic as follows:
REPRESENTATIONS AND WARRANTIES OF PREMIER. As a material inducement to Equisition to enter into this Agreement, to purchase the Stock, and to consummate the Closing, Premier hereby represents and warrants as follows:
REPRESENTATIONS AND WARRANTIES OF PREMIER. 15 ----------------------------------------- 6.1 Organization, Standing, and Power..............................................................15 6.2 Authority; No Breach By Agreement..............................................................16 6.3
REPRESENTATIONS AND WARRANTIES OF PREMIER. Premier hereby represents and warrants to MediVision and OIS as follows:
REPRESENTATIONS AND WARRANTIES OF PREMIER. Premier hereby represents and warrants to Central and Southern as follows:
