Representations and Warranties of Skynet. SKYNET hereby represents and warrants to PLAYBOY as follows:
Representations and Warranties of Skynet. Except as disclosed in the Skynet Disclosure Letter, Skynet hereby represents and warrants to Holdco as of the date hereof and, except as disclosed in the Skynet Disclosure Letter and/or as affected by the execution or performance of the Transaction Agreements or the Share Purchase Agreement, Skynet hereby represents and warrants to Holdco as of the Closing Date as follows, and acknowledges that Holdco is relying upon such representations and warranties in entering into this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby:
Representations and Warranties of Skynet. Except as disclosed in the Skynet Disclosure Letter, Skynet hereby represents and warrants to Holdco as of the date hereof and, except as disclosed in the Skynet Disclosure Letter and/or as affected by the execution or performance of the Transaction Agreements or the Share Purchase Agreement, Skynet hereby represents and warrants to Holdco as of the Closing Date as follows, and acknowledges that Holdco is relying upon such representations and warranties in entering into this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby: (a) Corporate Organization and Qualification. Skynet is a corporation validly existing and in good standing under the laws of Delaware. Each Subsidiary of Skynet is validly existing under the laws of its jurisdiction of incorporation or organization, and (i) each such Subsidiary that is set forth in Section 3.1(a) of the Skynet Disclosure Letter and designated as an operating Subsidiary is in good standing under the laws of its jurisdiction of incorporation or organization, and (ii) each such other Subsidiary is in good standing under the laws of its jurisdiction of incorporation or organization, except where the failure of such Subsidiary to be in good standing under the laws of its jurisdiction of incorporation or organization would not reasonably be expected to have a Business Material Adverse Effect. Each of Skynet and its Subsidiaries is in good standing and duly registered, licensed or qualified as a foreign corporation or other entity in each jurisdiction where the properties owned, leased or operated, or the business conducted, by it requires such registration, license or qualification, except where the failure to so be in good standing and duly registered, licensed or qualified would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect or a Skynet Material Adverse Effect. Each of Skynet and its material Subsidiaries has the corporate power and capacity to own its properties and assets and to carry on its business as currently conducted. (b)
