REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDER. The Selling Shareholder makes the following representations and warranties to Purchaser, each of which is true and correct on the date hereof, shall remain true and correct to and as of the Closing (as hereinafter defined) and shall survive the Closing:
REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDER. Each Shareholder and Additional Shareholder who is a Selling Shareholder pursuant to Section 4.1 or 4.2 hereof hereby makes the representations and warranties enumerated in Section 3(k) hereof to the Company, its designee or the Non-Selling Shareholder purchasing from such seller, in each case as of the date of closing of such purchase.
REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDER. As a material inducement to the Purchaser to enter into this Agreement and to consummate the transactions contemplated hereby, the Selling Shareholder represents and to the Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDER. The Selling Shareholder hereby represents and warrants to PET that:
REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDER. The Selling Shareholder represents and warrants to Pubco as follows:
REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDER. Selling Shareholder represents and warrants to Network CN and the Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDER. SELLING SHAREHOLDER, in order to induce EMB to execute this Agreement and to consummate the transactions contemplated herein, represents and warrants to EMB as follows:
REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDER. 3.1. Organization and Good Standing * 3.2. Authority * 3.3. No Conflict * 3.4. Capitalization * 3.5. Financial Statements; Budget *
REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDER. Selling Shareholder represents and warrants to Buyer as follows: Organization and Good Standing Schedule 3.1(a) contains a complete and accurate list for the Company of its name, its jurisdiction of incorporation and its capitalization (including the identity of each stockholder and the number of shares held by each). The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, with the corporate power and corporate authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use and to perform all its obligations under Applicable Contracts. Each of the Subsidiaries of the Acquired Company is listed on Annex A. Each of the Purchased Subsidiaries and its the jurisdiction of incorporation or organization, the other jurisdictions, if any, in which it is authorized to do business and its capitalization (including the identity of each stockholder and the number of shares held by each) is listed on Annex B. Each of the Purchased Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, with the corporate or entity power and corporate or entity authority to conduct its business as it is now being conducted or as presently proposed to be conducted by it, to own or use the properties and assets that it purports to own or use and to perform all its obligations under Applicable Contracts. Each of the Purchased Subsidiaries is duly qualified to do business as a foreign corporation or entity and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties and assets owned or used by it, or the nature of the activities conducted by it, requires such qualification except where the failure to be so qualified, authorized or in good standing would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. Selling Shareholder has delivered or made available to Buyer accurate and complete copies of the Organizational Documents of the Company and each of the Purchased Subsidiaries, as currently in effect.
REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDER. Selling Shareholder represents and warrants to Purchaser as set forth in Section 1 of Exhibit 1 (the "Representations and Warranties Exhibit").
