REPRESENTATIONS AND WARRANTIES OF PURCHASER AND NEWCO. The Purchaser and Newco hereby, jointly and severally, represent and warrant to the Sellers and the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND NEWCO. To induce the Company to enter into and perform this Agreement, Purchaser and Newco hereby represent and warrant to the Company that each of the representations, warranties and statements in the following paragraphs of this Article V is true and correct as of the Signing Date and will be true and correct as of the Effective Time:
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND NEWCO. Section 5.1 Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Section 5.2 Organization. . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Section 5.3 Capitalization of the Purchaser . . . . . . . . . . . . . . . . . . 19 Section 5.4 Merger Consideration. . . . . . . . . . . . . . . . . . . . . . . . 20 Section 5.5 Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . 20 Section 5.6 Undisclosed Liabilities, Etc. . . . . . . . . . . . . . . . . . . . 20 Section 5.7 Absence of Changes. . . . . . . . . . . . . . . . . . . . . . . . . 20 Section 5.8 Non-Contravention; Consents . . . . . . . . . . . . . . . . . . . . 21 Section 5.9 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND NEWCO. 40 4.1. Organization......................................................................................40 4.2. Authorization for Agreement.......................................................................40 4.3. Enforceability....................................................................................40 4.4. Litigation........................................................................................40 4.5. Registration Statement............................................................................40 4.6.
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND NEWCO. 28 Section 3.1 Organization and Qualification...............................................28 Section 3.2 Capitalization...............................................................28 Section 3.3 Authority....................................................................28 Section 3.4
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND NEWCO. Purchaser and Newco hereby make the representations and warranties set forth in this Article III to the Company.
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND NEWCO. Purchaser and Newco represent and warrant to and in favour of QAT and acknowledges that QAT is relying upon such representations and warranties in connection with the matters contemplated by this Agreement:
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND NEWCO. Purchaser and Newco represent and warrant to and in favour of QAT and acknowledges that QAT is relying upon such representations and warranties in connection with the matters contemplated by this Agreement:
(a) Organization and Qualification. Each company in the Purchaser Group has been duly incorporated, amalgamated or created, as the case may be, and is validly subsisting under the Laws of its jurisdiction of formation and has the requisite power and authority to own its assets and properties as now owned and to carry on its business as now conducted. Each member of the Purchaser Group is duly registered or authorized to conduct its affairs or do business, as applicable, and is in good standing in each jurisdiction in which the character of its assets and properties, owned or leased, or the nature of its activities makes such registration or authorization necessary, except where the failure to be so registered or authorized would not, individually or in the aggregate, have a Material Adverse Effect on Purchaser or Newco. Copies of the constating documents of each of Purchaser and Newco provided to QAT, together with all amendments to date, are accurate and complete as of the date hereof and have not been amended or suspended.
(b) Authority Relative to this Agreement. each of Purchaser and Newco has the requisite corporate power and authority to execute this Agreement and to carry out its obligations hereunder (including, without limitation, the issuance of the Purchaser Shares under the Arrangement). The execution and delivery of this Agreement and the consummation by Purchaser and Newco of the transactions contemplated by the Arrangement have been duly authorized by the Purchaser Board of Directors and the board of directors of Newco, respectively, and no other proceedings on the part of either Purchaser or Newco are necessary to authorize this Agreement or the Arrangement. This Agreement has been duly executed and delivered by each of Purchaser and Newco and constitutes a legal, valid and binding obligation of each of Purchaser and Newco enforceable against them in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other Laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered.
(c) Subsidiaries. Purchaser has no su...
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND NEWCO. 4.1 Organization of Purchaser and Newco. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota with full corporate power and authority to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is conducted by it. Newco is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota with full corporate power and authority to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is conducted by it. Each of Purchaser and Newco has delivered to the Company true and complete copies of its Articles of Incorporation and Bylaws as currently in effect.
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND NEWCO. In order to induce the Company to enter into this Agreement and consummate the Transactions, each of Purchaser and Newco represents and warrants to the Company as follows, each of which representations and warranties is material to and relied upon by the Company, provided however, that the representations and warranties in this Article 6 do not give effect to the consummation of the Mestek Merger:
