Representations and Warranties of Subsidiary. The Subsidiary represents and warrants to the Parent as follows:
Representations and Warranties of Subsidiary. Subsidiary represents and warrants to the Company as follows:
Representations and Warranties of Subsidiary. As a material inducement to ProCon to enter into this Agreement and consummate the transactions contemplated hereby, Subsidiary makes the following representations and warranties to ProCon. The representations and warranties are true and correct in all material respects at this date, and will be true in all material respects on the Closing Date as though made on and as of such date.
Representations and Warranties of Subsidiary. Subsidiary represents and warrants to Seller as follows:
(a) Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Subsidiary has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. All corporate acts and other proceedings required to be taken by Subsidiary to authorize the execution, delivery and performance of this Agreement have been duly and properly taken. This Agreement has been duly executed and delivered by Subsidiary and constitutes a legal, valid and binding obligation of Subsidiary enforceable against Subsidiary in accordance with its terms, subject to the qualification, however, that enforcement of the rights and remedies created hereby is subject to bankruptcy and other similar laws of general application relating to or affecting the rights and remedies of creditors and that the remedy of specific enforcement or of injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.
(b) The execution and delivery of this Agreement by Subsidiary does not, and compliance with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation to any person under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation or any lien, claim, encumbrance, security interest, option, charge or restriction of any kind upon any of the properties or assets of Subsidiary under, any provision of (i) the certificate of incorporation or by-laws of Subsidiary, (ii) any material note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, agreement or arrangement to which Subsidiary is a party or by which any of its properties or assets are bound or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Subsidiary or its properties or assets, other than, in the case of clause (ii) above, any such items that, individually or in the aggregate, would not have a material adverse effect on the ability of Subsidiary to perform its obligations hereunder. No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Federal, state, local or forei...
Representations and Warranties of Subsidiary. Subsidiary represents and warrants to the Noteholders that:
Representations and Warranties of Subsidiary. DUI represents and warrants to ESP that Subsidiary has been formed solely for the purpose of this Merger and that no contract, liabilities or other obligations exist in Subsidiary.
Representations and Warranties of Subsidiary. Subsidiary represents and warrants to Company as follows:
(a) The Subsidiary has been duly incorporated and is a validly existing corporation in good standing under the laws of the State of Maryland.
(b) The execution delivery and performance of this Agreement has been duly authorized by all necessary corporate action of the Subsidiary and this Agreement has been duly executed and delivered and constitutes a legal, valid and binding obligation of the Subsidiary enforceable in accordance with its terms.
Representations and Warranties of Subsidiary. Subsidiary hereby represents and warrants, which representations and warranties are, as of the date hereof, and will be, as of the Closing Date, true and correct, to Target as follows:
Representations and Warranties of Subsidiary. JGRT represents and warrants to IPtimize that Subsidiary has been formed solely for the purpose of this Merger and that no contract, liabilities or other obligations exist in Subsidiary.
Representations and Warranties of Subsidiary. Subsidiary and -------------------------------------------- Stanfield represent xxx xxxxant to and agree with NALC as follows:
