REPRESENTATIONS AND WARRANTIES OF PRIVATE. ..10 Section 3.1 Organization; Corporate Power; Etc.......................10 Section 3.2 Authorization of Agreement; No Conflicts.................10 Section 3.3
REPRESENTATIONS AND WARRANTIES OF PRIVATE. PRIVATE represents and warrants to XXXXXXX INTERNATIONAL and XXXXXXX BANK as follows:
REPRESENTATIONS AND WARRANTIES OF PRIVATE. 5 2.1 Organization........................................... 5 2.2 Authorization.......................................... 5 2.3 Conflicts.............................................. 5 2.4 Capitalization......................................... 6 2.5 Private Registration Statement; Financial Statements of Private............................................ 6 2.6
REPRESENTATIONS AND WARRANTIES OF PRIVATE. Private represents and warrants to TSFC that:
REPRESENTATIONS AND WARRANTIES OF PRIVATE. Except as disclosed in the disclosure schedule (the “Private Disclosure Schedule”) delivered by Private to Piedmont prior to the execution of this Agreement (which schedule sets forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in this Article IV, or to one or more of Private’s covenants contained herein, provided, however, the mere inclusion of an item in such schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would be reasonably likely to have a Material Adverse Effect (as defined in Section 4.1) on Private,) Private represents and warrants to Piedmont that the statements contained in this Article IV are correct and complete as of the date of this Agreement and will be correct and complete as of the Effective Date (as though made then and as though the Effective Date were substituted for the date of this Agreement throughout this Article IV), subject to the standard set forth below in this paragraph, and except as to any representation or warranty which specifically relates to a specified date, which only need be so correct as of such specified date. No representation or warranty of Private contained in this Article IV shall be deemed not complete, untrue or incorrect, and Private shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, event or circumstance unless such fact, circumstance or event, individually or taken together with all other facts, events or circumstances has had, or is reasonably likely to have, a Material Adverse Effect with respect to Private, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, “materially”, “in all material respects”, “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply (a) as of the date of this Agreement to representations and warranties contained in Sections 4.1(a), 4.7, 4.8 and 4.9, which representations and warranties shall be deemed not complete, untrue, incorrect and breached only if they are not compl...
