REPRESENTATIONS AND WARRANTIES OF PSC. PSC represents and warrants to the Customer that:
(a) It is a corporation duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts.
(b) It is duly qualified to carry on its business in The Commonwealth of Massachusetts and the State of Nebraska.
(c) All requisite corporate proceedings have been taken to authorize it to enter into this Agreement.
(d) It is empowered under all applicable laws and by its Articles of Organization and By Laws to enter into and perform this Agreement.
REPRESENTATIONS AND WARRANTIES OF PSC. 24 4.1. Organization........................................................24 4.2. Authorization.......................................................24 4.3. No Violation........................................................24 4.4. Information.........................................................25 4.5. Interim Operations of Newco.........................................25 4.6.
REPRESENTATIONS AND WARRANTIES OF PSC. PSC makes the following representations and warranties to Percon:
REPRESENTATIONS AND WARRANTIES OF PSC. Subject to Sections 5.01 and 5.02 and except as Previously Disclosed, PSC hereby represents and warrants to Buyer:
REPRESENTATIONS AND WARRANTIES OF PSC. PSC hereby represents and warrants to, and covenants and agrees with, each of the Shareholders that:
REPRESENTATIONS AND WARRANTIES OF PSC. PSC represents and warrants to, as of the date hereof, the Closing Date and the Additional Closing Date (as defined below in Section 2(b) and 2(c), respectively), and agrees with, the Underwriters that:
(a) PSC has filed with the Securities and Exchange Commission (the "Commission") a registration statement, and may have filed one or more amendments thereto, on Form S-1 (File No. 333-17091), for the registration under the Securities Act of 1933, as amended (the "Act") of (i) the Firm Shares, (ii) the Additional Shares, (iii) the Underwriters' options to purchase an aggregate of 220,000 shares of Common Stock (the "Underwriters' Options"), and (iv) the shares of Common Stock issuable upon exercise of the Underwriters' Options (the "Underwriters' Stock"). Such registration statement, including the prospectus, financial statements and schedules, exhibits and all other documents filed as a part thereof, as amended at the time of effectiveness of the registration statement, including any information deemed to be a part thereof as of the time of effectiveness pursuant to
REPRESENTATIONS AND WARRANTIES OF PSC. As of the date hereof and as of the Closing Date, PSC represents and warrants to Power Products as follows:
REPRESENTATIONS AND WARRANTIES OF PSC. RELATING TO THE CORPORATION AND ITS SUBSIDIARIES 3 3.1 Due Organization; Authority. 4 3.2 Capitalization. 4 3.3 Subsidiaries. 4 3.4 Financial Statements. 4 3.5 Governmental Approvals; No Violations 5 3.6 No Adverse Effects or Changes. 5 3.7 Title to Properties. 6 3.8 Tax. 6 3.9 Employee Benefit Plans. 6 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE CORPORATION 8 4.1 Litigation. 8 4.2 Claims Against Officers and Directors. 8 4.3 Insurance. 8 4.4 Compliance with Law. 9 4.5 Undisclosed Liabilities. 9 4.6 Related Parties. 9 4.7 Intellectual Property. 9 4.8 Environmental Matters. 10 4.9 Employees, Labor Matters, etc. 11
REPRESENTATIONS AND WARRANTIES OF PSC. As an inducement to Buyer and IEH to enter into this Agreement, PSC hereby makes the following representations and warranties to Buyer and IEH except as set forth in the Disclosure Schedule attached to this Agreement (it being agreed that any exceptions to such representations and warranties shall clearly identify the sections of this Agreement to which they apply):
REPRESENTATIONS AND WARRANTIES OF PSC. PSC hereby represents and warrants to PriceSmart that it owns exactly seventy-five (75) Class A shares of PSMT Jamaica, free and clear of all liens, encumbrances and any liabilities, except as may be created hereby. Other than the Purchased Shares, PSC owns no additional shares of capital stock of, or any other interest in, PSMT Jamaica. In addition, PSC has no options, warrants or other rights to acquire shares of capital stock of, or any other interest in, PSMT Jamaica. Following the Closing, PSC will have transferred all of its right, title and interest in PSMT Jamaica to PriceSmart and will have no outstanding claims against PriceSmart or PSMT Jamaica.
