REPRESENTATIONS AND WARRANTIES OF PREMIERE. Premiere represents and warrants to Jacor and Communications as follows:
REPRESENTATIONS AND WARRANTIES OF PREMIERE. Premiere hereby ------------------------------------------ represents and warrants to WorldCom as follows:
(a) Premiere is a corporation duly organized, validly existing and in good standing under the laws of the State of Georgia. Premiere has all requisite corporate power and authority to own, lease and operate its properties, to carry on its business as now being conducted and to execute and deliver this Agreement and to perform its terms.
(b) The execution and delivery of this Agreement and the consummation of the transactions contemplated herein, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Premiere. This Agreement has been duly and validly executed by Premiere and, assuming this Agreement constitutes a valid and binding agreement of WorldCom, represents a valid and binding obligation of Premiere, enforceable in accordance with its terms subject to the Bankruptcy Exception. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, will not conflict with or constitute a breach, violation or default, or create a Lien, under the Articles of Incorporation or Bylaws of Premiere or any Law or any judgment, decree, governmental permit or license or permit, indenture, agreement or instrument of Premiere or to which Premiere is subject.
(c) The authorized capital stock of Premiere consists of (i) 150,000,000 shares of Premiere Common Stock, of which 21,683,377 shares are issued and outstanding as of the date of this Agreement, and (ii) 5,000,000 shares of Premiere Preferred Stock, of which no shares are issued and outstanding. All of the issued and outstanding shares of Premiere Common Stock are, and all of the shares of Premiere Common Stock to be issued in accordance with the terms of this Agreement will be, duly authorized, validly issued and outstanding, fully paid and nonassessable. None of the outstanding shares of Premiere Common Stock has been, and none of the shares of Premiere Common Stock to be issued in accordance with the terms of this Agreement will be, issued in violation of any preemptive rights of any Person or the registration requirements of applicable Law. There are no restrictions upon the transfer of or otherwise pertaining to the shares of Premiere Common Stock (including, without limitation, the ability to pay dividends thereon) or retained earnings of Premiere or the ownership thereof, other than those imposed by a...
REPRESENTATIONS AND WARRANTIES OF PREMIERE. 25 6.1 Organization, Standing, and Power................................. 25 6.2 Authority; No Breach By Agreement................................. 26 6.3
REPRESENTATIONS AND WARRANTIES OF PREMIERE. Premiere hereby represents and warrants to VTE and the Stockholders as follows:
REPRESENTATIONS AND WARRANTIES OF PREMIERE. 3 6.1 Organization, Standing, and Power............................ 3 6.2 Authority; No Breach By Agreement............................ 3 ARTICLE 7 - [RESERVED]..................................................... 4 ARTICLE 8
REPRESENTATIONS AND WARRANTIES OF PREMIERE. Premiere represents and warrants on information and belief to the best of its knowledge to the Stockholders that:
(a) Premiere is a corporation duly organized and is validly existing and in good standing under the laws of the State of Louisiana; is not qualified to transact business in any other State, and has an authorized capitalization of 50,000,000 shares of which there are issued and outstanding 1,450,000 shares of common stock, no par value per share.
(b) Premiere has delivered to Stockholders is audited financial statements, which are attached hereto and marked Exhibit 1. These financial statements accurately set forth the financial condition of Premiere as of the dates specified, and the results of operation applied.
REPRESENTATIONS AND WARRANTIES OF PREMIERE. Premiere hereby represents and warrants to ATS and the Shareholders as follows:
REPRESENTATIONS AND WARRANTIES OF PREMIERE. Premiere hereby represents and warrants the following to the Company and the Owners:
REPRESENTATIONS AND WARRANTIES OF PREMIERE. Premiere hereby represents and warrants to the Company that, as of the date hereof:
REPRESENTATIONS AND WARRANTIES OF PREMIERE. Premiere hereby represents and warrants to MPI as follows:
