REPRESENTATIONS AND WARRANTIES OF QUANTUM. Quantum represents and warrants as follows:
5.01. Quantum is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia and is qualified and in good standing as a foreign corporation in the State of Ohio.
5.02. Quantum has full corporate power and authority to make and perform this Agreement and to transfer and vest in Buyer title to all of the Assets.
5.03. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement by Quantum have been or will have been, prior to Closing, duly authorized by all requisite corporate action.
5.04. The execution of this Agreement by Quantum and the performance of its obligations under this Agreement will not violate any contract, mortgage, indenture or similar agreement or restriction to which Quantum is a party or constitute a default under any collective bargaining agreement or other agreement to which Quantum is a party and which pertains to the Plant.
5.05. Quantum has and will convey to Buyer fee simple title to all of the real estate and appurtenances set forth in Schedule 1.01 A free and clear of all liens, encumbrances or other charges, except as disclosed in Schedule 1.01B with possession of the Premises and Assets to take place immediately after Closing.
5.06. Quantum is the sole and exclusive title owner of all the personal and other tangible property to be transferred to Buyer as set forth in Schedule 1.02A and Schedule 1.02B. Quantum shall transfer such assets to Buyer in the same condition they were in on June 5, 1996, ordinary wear and tear excepted, free and clear of all liens, encumbrances and/or claims by any other person or entity except those listed on Schedule 5.08.
5.07. Quantum's facility is in compliance in all material respects with all laws, regulations, ordinances, decrees and orders relating to health and environmental controls, including but not limited to sprinkler system and pollution control equipment relating to health and environmental controls.
5.08. Except with respect to the matters listed in Schedule 5.08 or to which Quantum has given or shall give notice to Buyer in writing, there are (a) no litigation, suits, charges, actions, findings, governmental investigations, reports or orders or other proceedings of any kind or nature threatened or pending against Quantum which would materially effect Quantum's right to convey the real and personal property required by th...
REPRESENTATIONS AND WARRANTIES OF QUANTUM. Quantum represents and warrants to Flooid and its shareholders that the statements contained in this Section 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date, except as set forth in the disclosure schedule accompanying this Agreement and initialed by the Parties. The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in the applicable section in which the reference is made.
REPRESENTATIONS AND WARRANTIES OF QUANTUM. Quantum represents and warrants as follows to Osler and acknowledges and confirms that Osler is relying upon such representations and warranties in connection with the purchase of the Purchased Shares:
REPRESENTATIONS AND WARRANTIES OF QUANTUM. Quantum represents and warrants to Sonic as follows, with the intent that Sonic will rely on these representations and warranties in entering into this Agreement, and in concluding the purchase and sale contemplated by this Agreement.
REPRESENTATIONS AND WARRANTIES OF QUANTUM. QUANTUM represents and warrants to QMT and to the QMT Stockholder that the statements contained in this ss.4 are correct and complete as of the date of this Agreement, except as set forth in the Disclosure Schedule. The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this ss.4.
REPRESENTATIONS AND WARRANTIES OF QUANTUM. Quantum represents and warrants to PTI as follows:
REPRESENTATIONS AND WARRANTIES OF QUANTUM. Except as set forth in the disclosure letter delivered by Quantum to the Company on the date of this Agreement (the “Quantum Disclosure Letter”) (each section of which qualifies (a) the correspondingly numbered representation, warranty or covenant if specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent) or in the SEC Reports filed or furnished by Quantum prior to the date hereof (excluding (i) any disclosures in such SEC Reports under the headings “Risk Factors,” “Forward-Looking Statements” or “Qualitative Disclosures About Market Risk” and other disclosures that are predictive, cautionary or forward looking in nature and (ii) any exhibits or other documents appended thereto), Quantum represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF QUANTUM. Quantum represents and warrants to each of the Underwriters as follows:
REPRESENTATIONS AND WARRANTIES OF QUANTUM. 9.1 Quantum hereby represents and warrants that:
9.1.1 It is the holder of sole and exclusive rights, title, property, benefit and interest in and to the Products and Extracts for use in the Territory;
9.1.2 It has every legal right to enter into this Agreement and to perform the terms and conditions hereof, except as described herein, free of any encumbrances whatsoever;
9.1.3 It has entered no relationship or agreement, written or oral, expressed or implied, which is inconsistent with the provisions of this Agreement;
9.1.4 The sale of the Products by HealthLink will not, to the best of its knowledge, constitute an infringement of any patents or other proprietary rights owned by any third party or a violation of any statutory or regulatory provisions.
9.2 Each of the parties hereto hereby represents to the other that the execution and delivery of this Agreement and the performance thereof will not contravene or constitute a default under its charter, by-laws or any other agreement, instrument or other forms of commitment to which any party hereto is also bound.
REPRESENTATIONS AND WARRANTIES OF QUANTUM. Except as set forth on the Quantum Disclosure Schedule, Seller and Quantum jointly and severally represent and warrant to Buyer as follows:
