REPRESENTATIONS AND WARRANTIES OF TARGET. 8 2.1 Organization, Standing and Power................................ 8 2.2
REPRESENTATIONS AND WARRANTIES OF TARGET. TARGET hereby represents and warrants to PURCHASER as follows:
REPRESENTATIONS AND WARRANTIES OF TARGET. Target represents and warrants as follows:
REPRESENTATIONS AND WARRANTIES OF TARGET. Target represents and ---------------------------------------- warrants to Acquiror that (a) Target is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (b) the execution and delivery of this Agreement by Target and consummation by Target of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Target and no other corporate proceedings on the part of Target are necessary to authorize this Agreement or any of the transactions contemplated hereby; (c) this Agreement has been duly executed and delivered by Target and constitutes a legal, valid and binding obligation of Target and, assuming this Agreement constitutes a legal, valid and binding obligation of Acquiror, is enforceable against Target in accordance with its terms, except as enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity; (d) except for any filings required under the HSR Act, Target has taken all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue upon exercise of the Option, and at all times from the date hereof until the termination of the Option will have reserved for issuance, a sufficient number of unissued Target Shares for Acquiror to exercise the Option in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional Target Shares or other securities which may be issuable pursuant to Section 9(a) upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable; (e) upon delivery of the Target Shares and any other securities to Acquiror upon exercise of the Option, Acquiror will acquire such Target Shares or other securities free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, excluding those imposed by Acquiror; (f) the execution and delivery of this Agreement by Target do not, and the performance of this Agreement by Target will not, (i) violate the Certificate of Incorporation or Bylaws of Target, (ii) conflict with or violate any order applicable to Target or any of its subsidiaries o...
REPRESENTATIONS AND WARRANTIES OF TARGET. Target represents and warrants to Acquiror and Merger Sub that the statements contained in this Section 3 are true and correct, except as disclosed in a document of even date herewith and delivered by Target to Acquiror on the date hereof referring to the representations and warranties in this Agreement (the “Target Disclosure Schedule”). The Target Disclosure Schedule will be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Section 3, and the disclosure in any such numbered and lettered Section of the Target Disclosure Schedule shall qualify only the corresponding subsection in this Section 3 (except to the extent disclosure in any numbered and lettered Section of the Target Disclosure Schedule is specifically cross-referenced in another numbered and lettered Section of the Target Disclosure Schedule).
REPRESENTATIONS AND WARRANTIES OF TARGET. 8 2.1 Organization, Standing and Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 2.2
REPRESENTATIONS AND WARRANTIES OF TARGET. Target represents and warrants to Acquiror and Sub that the statements contained in this Article III are true and correct, except as set forth in the disclosure schedule delivered by Target to Acquiror on or before the date of this Agreement (the "TARGET DISCLOSURE SCHEDULE"). The Target Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article III.
REPRESENTATIONS AND WARRANTIES OF TARGET. Target represents and warrants to the Parent Parties as follows:
REPRESENTATIONS AND WARRANTIES OF TARGET. 6 Section 3.1 Organization.............................................. 6 Section 3.2 Target Capital Structure.................................. 7 Section 3.3 Authority; No Conflict; Required Filings and Consents..... 8 Section 3.4 SEC Filings; Financial Statements......................... 9 Section 3.5 Absence of Undisclosed Liabilities........................ 10 Section 3.6 Absence of Certain Changes or Events...................... 10 Section 3.7 Taxes..................................................... 10 Section 3.8 Properties................................................ 11 Section 3.9 Intellectual Property..................................... 11 Section 3.10
REPRESENTATIONS AND WARRANTIES OF TARGET. Except as set forth in the TARGET SEC Reports or the TARGET Disclosure Schedule, disclosure in any one of which shall apply to any and all representations and warranties made in this Agreement, and except as otherwise disclosed in writing by TARGET to PARENT, TARGET hereby represents and warrants to PARENT, as of the date of this Agreement and as of the Effective Time, as follows:
