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 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.
(b) Premier represents that this Agreement has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of Premier enforceable in accordance with the terms hereof (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).
(c) Premier represents that neither the execution and delivery of this Agreement by Premier nor the consummation of the transactions contemplated herein (i) conflicts with or results in a breach of any of the terms, conditions or provisions of the organizational documents of Premier or any agreement or instrument to which Premier is a party or by which the material assets of Premier are bound or (ii) constitutes a default under any of the foregoing, or violates any law or regulation, except to the extent that any conflict, breach or default under this subsection (c) would not prevent or materially hinder the performance of the actions contemplated by this Agreement.
(d) Premier represents that there are no actions, suits or proceedings pending or, to the knowledge of Premier, threatened against or affecting Premier or assets of Premier in any court or before or by any Governmental Authority which, if adversely determined, would impair the ability of Premier to perform Premier’s obligations under this Agreement.
(e) Premier represents that its 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.
(f) All Optioned Equity Interests and Additional Class A Common Units acquired by Premier will be acquired solely for Premier’s own account for investment purposes only and not with a present view toward the distribution thereof or with any present intention of distributing or reselling any such Optioned Equity Interests or Add...
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. 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. Premier represents and warrants to Ophthalmic as follows:
REPRESENTATIONS AND WARRANTIES OF PREMIER. 5.1 Organization, Standing, and Power......................................................6 5.2 Authority; No Breach by Agreement......................................................6 5.3
REPRESENTATIONS AND WARRANTIES OF PREMIER. Except as disclosed in the Premier disclosure schedules delivered to Northern Illinois concurrently herewith (the "Premier Disclosure Schedules"), Premier hereby represents and warrants to Northern Illinois as follows:
REPRESENTATIONS AND WARRANTIES OF PREMIER. (i) Premier is a corporation duly organized, validly existing, and in good standing under the laws of the State of California, with corporate power to own and operate its properties and to conduct its business as now conducted.
(ii) Premier has full legal right, power, and authority to enter into and perform this Agreement, and the execution and delivery of this Agreement by Premier and compliance with the covenants and agreements contained herein have been duly authorized by the Board of Directors of Premier and require no other shareholder or Board of Director action. This Agreement constitutes a valid and binding agreement of Premier.
REPRESENTATIONS AND WARRANTIES OF PREMIER. Premier represents and warrants to First Guaranty that the statements contained in this Article IV are correct as of the date of this Agreement and will be correct as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article IV), except as set forth in the Premier Disclosure Schedule delivered by Premier to First Guaranty on the date hereof, and except as to any representation or warranty which specifically relates to an earlier date. Premier has made a good faith effort to ensure that the disclosure on each schedule of the Premier Disclosure Schedule corresponds to the section referenced herein. However, for purposes of the Premier Disclosure Schedule, any item disclosed on any schedule therein is deemed to be fully disclosed with respect to all schedules under which such item may be relevant as and to the extent that it is reasonably clear on the face of such schedule that such item applies to such other schedule.
