REPRESENTATIONS AND WARRANTIES OF QUEST. (a) Quest represents and warrants to the Debtors and the Creditors Committee that the execution, delivery and performance of this Agreement by Quest will not, with or without the giving of notice and the lapse of time, or both: (i) violate any provision of law, statute, rule, regulation or executive order to which Quest or Xxxxxxx is subject; (ii) violate any judgment, order, writ or decree of any court to which Quest or Xxxxxxx is subject; or (iii) result in the breach of or conflict with any term, covenant, condition or provision of any agreement or instrument (including, but not limited to, any non-competition or confidentiality agreement) to which Quest or Xxxxxxx is a parry.
REPRESENTATIONS AND WARRANTIES OF QUEST. Quest makes the following representations and warranties regarding Quest or Seller, as applicable, to Buyer and Buyer Parent:
REPRESENTATIONS AND WARRANTIES OF QUEST. Quest hereby represents to Parent as follows: Quest has full corporate power and authority to execute, deliver and perform this Agreement; this Agreement has been duly and validly authorized by Quest’s board of directors, or designated committee thereof, and executed and delivered by Quest, and constitutes a valid binding obligation of Quest, enforceable against Quest in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and by general equitable principles; Quest has available and ready funds sufficient to pay the amounts set forth in Section 1 hereof; and Quest has not assigned, transferred or conveyed to any other Person any claim or any portion thereof or interest therein relating to any of the matters that are the subject of this Agreement.
REPRESENTATIONS AND WARRANTIES OF QUEST. 53 10.1 Corporate Status; Enforceability............................ 53 10.2 Capitalization.............................................. 53
REPRESENTATIONS AND WARRANTIES OF QUEST. Quest hereby represents and warrants to IX Company and SB and agrees that:
REPRESENTATIONS AND WARRANTIES OF QUEST. In order to induce the Backstop Purchasers to enter into this Agreement, Quest represents and warrants to the Backstop Purchasers as follows:
REPRESENTATIONS AND WARRANTIES OF QUEST. 14 3.1 Organization; Power and Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 3.2 Authorization; Execution and Validity . . . . . . . . . . . . . . . . . . . . . . . . . 15 3.3 Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 3.4 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 3.5
REPRESENTATIONS AND WARRANTIES OF QUEST. Quest represents and warrants to the Vendors as follows:
REPRESENTATIONS AND WARRANTIES OF QUEST. 6 Section 3.01
REPRESENTATIONS AND WARRANTIES OF QUEST. Quest hereby represents and warrants to the Company and the Sole Stockholder that the statements contained in this Article III are true and correct except as set forth in the disclosure schedule delivered by Quest to the Sole Stockholder concurrently with the execution of this Agreement (the "Quest Disclosure Schedule"). The Quest Disclosure Schedule shall be arranged according to specific sections in this Article III and shall provide exceptions to, or otherwise qualify in reasonable detail, only the corresponding sections in this Article III and any other section hereof where it is clear, upon a reading of such disclosure, without any independent knowledge on the part of the reader regarding the matter disclosed, that the disclosure is appropriate with respect to such other sections.
