REPRESENTATIONS AND WARRANTIES OF PURCHASER AND PURCHASER SUB. Purchaser represents and warrants to Seller as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND PURCHASER SUB. Purchaser and Purchaser Sub represent and warrant to the Company that:
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND PURCHASER SUB. 25 SECTION 5.01 Organization and Qualification......................................... 25 SECTION 5.02 Authority Relative to this Agreement................................... 26 SECTION 5.03 No Conflict; Required Filings and Consents............................. 26 SECTION 5.04 Financing.............................................................. 27 SECTION 5.05 Brokers................................................................ 27
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND PURCHASER SUB. Except ------------------------------------------------------------- as set forth in the Disclosure Schedule delivered by the Purchaser and Purchaser Sub to the Company concurrently with the execution of this Agreement (the "Purchaser Disclosure Schedule"), Purchaser and Purchaser Sub hereby jointly ------------------------------ represent and warrant to Purchaser that:
(a) Organization and Qualification; subsidiaries. -------------------------------------------- Each of Purchaser and Purchaser Sub and each of Purchaser's subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of each of their respective jurisdictions of incorporation or organization, as the case may be, has all requisite corporate power and authority to own, lease and operate its respective properties and to carry on its respective business as is now being conducted. Each of Purchaser and Purchaser Sub and each of Purchaser's subsidiaries is duly qualified as a foreign corporation and in good standing to do business in each jurisdiction in which the character of its properties owned or leased or the nature of the business conducted by it makes such qualification necessary, other than where the failure to be so qualified would not have a Purchaser Material Adverse Effect.
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND PURCHASER SUB. Purchaser and Purchaser Sub hereby, jointly and severally, make the following representations and warranties to Seller and Parent, each of which shall be unaffected by any investigation heretofore or hereafter made by Seller or Parent.
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND PURCHASER SUB. 37 ------------------------------------------------------------------------ 5.1 Organization and Qualification......................................................... 37 --- ------------------------------ 5.2 Authorization and Validity of Agreement................................................ 38 --- --------------------------------------- 5.3 Capitalization......................................................................... 39 --- -------------- 5.4 Issuance of Shares..................................................................... 39 --- ------------------ 5.5 Reports and Financial Statements....................................................... 40 --- -------------------------------- 5.6 Absence of Certain Changes or Events................................................... 40 --- ------------------------------------ 5.7 Noncontravention....................................................................... 40 --- ---------------- 5.8 Legal Proceedings...................................................................... 41 --- ----------------- 5.9 Brokers................................................................................ 42 --- ------- 5.10 Investment Purpose..................................................................... 42 ---- ------------------ 5.11 Full Disclosure........................................................................ 42 ---- --------------- 5.12 Compliance with Applicable Laws........................................................ 43 ---- ------------------------------- 5.13 No Other Game Show Interests........................................................... 43 ---- ----------------------------
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND PURCHASER SUB. Purchaser and Purchaser Sub hereby represents and warrants to SPE, SPCV and TGSC as follows:
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND PURCHASER SUB. Except as set forth in the Disclosure Schedule delivered by the Purchaser and Purchaser Sub to the Company concurrently with the execution of this Agreement (the "Purchaser Disclosure Schedule"), Purchaser and Purchaser Sub hereby jointly represent and warrant to Purchaser that:
(a) Organization and Qualification; subsidiaries. Each of Purchaser and Purchaser Sub and each of Purchaser's subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of each of their respective jurisdictions of incorporation or organization, as the case may be, has all requisite corporate power and authority to own, lease and operate its respective properties and to carry on its respective business as is now being conducted. Each of Purchaser and Purchaser Sub and each of
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND PURCHASER SUB. Purchaser and Purchaser Sub hereby jointly and severally represent and warrant to the Shareholder, as of the date hereof and as of the Closing, that:
