REPRESENTATIONS AND WARRANTIES OF SFX. SFX hereby makes the following representations and warranties to the Company, each of which shall be true and correct on the Closing Date, and SFX makes the representations and warranties set forth in Sections 6.1, 6.2, 6.3 and 6.4, each of which is true and correct on the Closing Date and on the date hereof). Such representations and warranties are subject to, and qualified by, any fact or facts disclosed in the appropriate section of the Disclosure Schedule.
REPRESENTATIONS AND WARRANTIES OF SFX. SFX represents and warrants to Ticketmaster that:
(a) SFX and each of the SFX Affiliates is a corporation duly organized and in good standing in its state of incorporation and has adequate power to enter into and perform this Agreement;
(b) This Agreement has been duly authorized, executed and delivered on behalf of SFX and constitutes the legal, valid and binding agreement of SFX, enforceable in accordance with its terms;
(c) The entering into and performance of this Agreement will not violate any judgment, order, law or regulation applicable to SFX or any provision of SFX’s charter or bylaws, or result in any breach of, constitute a default under, or result in the creation of any line, charge, security interest or other encumbrance upon any assets of SFX pursuant to any instrument to which SFX is a party or by which it or its assets may be bound;
(d) SFX has the right to sell, or Controls the Right to sell, Tickets to each SFX Facility which is subject to the terms of this Agreement at which any of its Attractions are held, and is duly authorized to execute, perform and deliver this Agreement; and
(e) SFX has the right, authority and power to enter into this Agreement on behalf of and bind itself and each of the SFX Affiliates.
REPRESENTATIONS AND WARRANTIES OF SFX. As an inducement to Acquiror and each Stockholder to enter into this Agreement and to consummate the transactions contemplated herein, SFX makes the following representations and warranties to Acquiror, as of the date of this Agreement (except if another date is specified in the representation or warranty).
REPRESENTATIONS AND WARRANTIES OF SFX. SFX hereby makes the following representations and warranties to the Sellers, each of which is true and correct on the date hereof, shall remain true and correct to and including the Closing Date, shall be unaffected by any notice to the Sellers and shall survive the Closing.
REPRESENTATIONS AND WARRANTIES OF SFX. 33 3.1 Corporate Organization ...................................... 33 3.2 Authorization ............................................... 33 3.3
REPRESENTATIONS AND WARRANTIES OF SFX. SFX hereby represent and warrants to each of NOC, CADCO, QN and the Stockholders as follows:
REPRESENTATIONS AND WARRANTIES OF SFX. 15 3.1. Organization and Standing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 3.2. Authorization of Agreement; No Breach. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
REPRESENTATIONS AND WARRANTIES OF SFX. SFX represents and warrants to Chancellor and Chancellor Licensee as follows:
REPRESENTATIONS AND WARRANTIES OF SFX. 39 Section 6.01. Organization, Good Standing and Qualification............................................................... 39 Section 6.02. Authority............................................................................... 39 Section 6.03. No Default; Non-Contravention........................................................... 39 Section 6.04. Consents and Approvals.................................................................. 40 Section 6.05. Capitalization.......................................................................... 40 Section 6.06. Litigation.............................................................................. 41 Section 6.07. Compliance with Laws.................................................................... 41 Section 6.08. Reports; Examinations................................................................... 41 Section 6.09. Financial Statements.................................................................... 41 (ii)
REPRESENTATIONS AND WARRANTIES OF SFX. SFX represents and warrants to the Seller Entities that:
