REPRESENTATIONS AND WARRANTIES OF SBC. SBC represents and warrants to the Company that the following are true and correct as of the date hereof and as of the Settlement Date:
REPRESENTATIONS AND WARRANTIES OF SBC. SBC hereby represents and warrants to and covenants with, the Acquired Company Shareholders that the representations and warranties provided below are true, correct, accurate and complete in any and all respects as of the effective date of this Agreement and that the same will be true, correct, accurate and complete on and as of the date of the Closing (as though made then and as though the Closing were substituted for the date of this Agreement throughout the following), except as may be set forth in the Disclosure Schedule attached hereto (the "SBC Disclosure Schedule"). The SBC Disclosure Schedule will be arranged in paragraphs and subparagraphs that correspond to the designation of subparagraphs below.
REPRESENTATIONS AND WARRANTIES OF SBC. 33 -5- 6 Proprietary and Confidential
REPRESENTATIONS AND WARRANTIES OF SBC. SBC hereby represents and warrants to Willxxxx xx follows:
REPRESENTATIONS AND WARRANTIES OF SBC. SBC hereby represents and warrants to Concord as follows:
REPRESENTATIONS AND WARRANTIES OF SBC. Except as set forth in the corresponding sections or subsections of the SBC Disclosure Letter, SBC hereby represents and warrants to BellSouth and Newco as of the date hereof and as of the Closing that except as modified by SBC Subsidiary Restructuring:
(a) Organization, Good Standing and Qualification. Each of it and its Subsidiaries that is a SBC Company or holds (beneficially or of record) SBC Shares or any Other SBC Assets is a corporation, partnership, limited liability company or other entity duly organized, validly existing and in good standing under the laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership or operation of its properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the SBC Companies. It has made available to BellSouth a complete and correct copy of its, its Subsidiaries that own of record SBC Shares, the SBC Companies' and the SBC Companies' Subsidiaries' certificates of incorporation, articles of incorporation or other comparable governing instruments, as the case may be, and by-laws or other comparable governing instruments, each as in effect and as amended through the date hereof. Such certificates of incorporation, articles of incorporation, by-laws and other comparable governing documents as so made available are in full force and effect.
REPRESENTATIONS AND WARRANTIES OF SBC. 27 3.2 Representations and Warranties of BellSouth........................... 38
REPRESENTATIONS AND WARRANTIES OF SBC. Except as set forth in the corresponding sections or subsections of the SBC Disclosure Letter, SBC hereby represents and warrants to BellSouth as of the date hereof and as of the Closing that:
REPRESENTATIONS AND WARRANTIES OF SBC. SBC hereby represents and warrants to SOFTBANK that as of the date hereof and as the date of Closing:
REPRESENTATIONS AND WARRANTIES OF SBC. SBC hereby represents and warrants to Covad as follows:
