REPRESENTATIONS AND WARRANTIES OF SIGNAL. Signal hereby represents and warrants to FirstMerit that:
REPRESENTATIONS AND WARRANTIES OF SIGNAL. Signal represents and warrants that:
REPRESENTATIONS AND WARRANTIES OF SIGNAL. Subject to and except as disclosed by SIGNAL in the Schedule of Exceptions attached hereto as Exhibit A, SIGNAL hereby represents and warrants to DPM as follows:
REPRESENTATIONS AND WARRANTIES OF SIGNAL. The Merger Agreement contains various representations and warranties of Signal, including with respect to: (i) the organization, corporate powers and qualifications of Signal and its subsidiaries; (ii) the capitalization of Signal and its subsidiaries; (iii) the due and valid authorization of the execution and delivery of the Merger Agreement and the consummation of the transactions contemplated thereby by all necessary corporate action on the part of Signal; (iv) the absence of conflicts, violations or breaches of law or agreements resulting from the execution, delivery and performance by Signal of the Merger Agreement; (v) the possession by Signal and its subsidiaries of necessary permits and their compliance with law; (vi) the accuracy of the documents filed by Signal with the SEC; (vii) Signal's financial statements and its financial condition and the absence of material undisclosed liabilities; (viii) the absence of certain changes or events since December 31, 2002, including that there has been no material adverse change with respect to Signal and its subsidiaries, taken as a whole; (ix) the absence of certain litigation involving Signal and its subsidiaries; (x) Signal's employee benefit plans; (xi) certain labor matters; (xii) real and personal property owned or leased by Signal or any of its subsidiaries; (xiii) patents, trademarks and other intellectual property of Signal and its subsidiaries; (xiv) tax matters regarding Signal and its subsidiaries; (xv) environmental matters affecting Signal or any of its subsidiaries or their respective properties; (xvi) contracts to which Signal or any of its subsidiaries is a party; (xvii) the Financial Advisor Opinion received by the Board of Directors of Signal from Wachovia; (xviii) the inapplicability of state takeover statutes; (xix) the vote of Signal stockholders required to approve the Merger, if any; (xx) the absence of brokerage or finders' fees or commissions payable in connection with the Merger Agreement and the transactions contemplated thereby (other than with respect to fees payable to Wachovia and Xxxxxxx & Co., Inc.); (xxi) certain of Signal's customers; (xxii) the absence of certain payments by Signal or its subsidiaries, directors, officers, agents, employees or other entities associated with or acting on its behalf of Signal or its subsidiaries; and (xxiii) the Schedule 14D-9. Representations and Warranties of Crane and Purchaser. The Merger Agreement contains customary representations an...
REPRESENTATIONS AND WARRANTIES OF SIGNAL. A. Corporate Status. Signal is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction and has the corporate power and authority to carry on its business and to own or lease property and to operate its business in the places where its business is conducted, and is duly qualified to do business and is in good standing in each jurisdiction where the failure to be so qualified or be in good standing could materially affect its performance under this Agreement.
REPRESENTATIONS AND WARRANTIES OF SIGNAL. Signal represents and warrants to the Stockholder that:
