Representations and Warranties of the Company and Acquisition. Except as disclosed in the Reports (as defined below) or in a document of even date herewith referring to the representations and warranties in this Agreement and delivered by Company to PRCO prior to the execution and delivery of this Agreement (the "Company Disclosure Schedule"), Acquisition and the Company hereby make the following representations and warranties to PRCO, all of which shall survive the Post-Closing, subject to the limitations set forth in Section 8.1 hereof:
Representations and Warranties of the Company and Acquisition. Except as disclosed in the Reports (as defined below) or in a document of even date herewith referring to the representations and warranties in this Agreement and delivered by Company to OS prior to the execution and delivery of this Agreement (the "Company Disclosure Schedule"), Acquisition and the Company hereby make the following representations and warranties to OS, all of which shall survive the Post-Closing, subject to the limitations set forth in Section 8.1 hereof:
Representations and Warranties of the Company and Acquisition. Except as disclosed in the Reports (as defined below) or in a document of even date herewith referring to the representations and warranties in this Agreement and delivered by Company to CGMI prior to the execution and delivery of this Agreement (the "Company Disclosure Schedule"), Acquisition and the Company hereby make the following representations and warranties to CGMI, all of which shall survive the Closing, subject to the limitations set forth in Section 8.1 hereof:
Representations and Warranties of the Company and Acquisition. Except as disclosed in the Reports (as defined below) or in a document of even date herewith referring to the representations and warranties in this Agreement and delivered by Company to UPCI prior to the execution and delivery of this Agreement (the "Company Disclosure Schedule"), Acquisition and the Company hereby make the following representations and warranties to UPCI, all of which shall survive the Post-Closing, subject to the limitations set forth in Section 8.1 hereof: Organization and Good Standing. Acquisition is a corporation duly organized, validly existing and in good standing under the laws of the State of (Hawaii), with full corporate power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it owns or uses, and to perform all its obligations under this Agreement. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of South Dakota, with full corporate power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it owns or uses, and to perform all its obligations under this Agreement and, upon the Post-Closing the UPCI Debentures. Company has no subsidiaries other than Acquisition and other than as set forth on the Company Disclosure Schedule (individually, a "Subsidiary" and collectively, the "Subsidiaries"). Acquisition has no subsidiaries. Each of the Company and Acquisition is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification, except for such failures to be so qualified or in good standing would not have a Material Adverse Effect.
Representations and Warranties of the Company and Acquisition. The Company and Acquisition severally represent and warrant to Marvel as follows:
Representations and Warranties of the Company and Acquisition. Each of Acquisition and the Company hereby make the following representations and warranties to TNX, all of which shall survive the Closing:
Representations and Warranties of the Company and Acquisition. Except as disclosed in the Reports (as defined below) or in a document of even date herewith referring to the representations and warranties in this Agreement and delivered by Company to ACMI prior to the execution and delivery of this Agreement (the "Company Disclosure Schedule"), Acquisition and the Company hereby make the following representations and warranties to ACMI, all of which shall survive the Post-Closing, subject to the limitations set forth in Section 8.1 hereof:
Representations and Warranties of the Company and Acquisition. Except as disclosed in the Reports (as defined below) or in a document of even date herewith referring to the representations and warranties in this Agreement and delivered by Company to BOCI prior to the execution and delivery of this Agreement (the "Company Disclosure Schedule"), Acquisition and the Company hereby make the following representations and warranties to BOCI, all of which shall survive the Post-Closing, subject to the limitations set forth in Section 8.1 hereof:
Representations and Warranties of the Company and Acquisition. Except as disclosed in the Reports (as defined below) or in a document of even date herewith referring to the representations and warranties in this Agreement and delivered by Company to RWT prior to the execution and delivery of this Agreement (the "Company Disclosure Schedule"), Acquisition and the Company hereby make the following representations and warranties to RWT, all of which shall survive the Closing, subject to the limitations set forth in Section 8.1 hereof:
Representations and Warranties of the Company and Acquisition. Except as otherwise disclosed in one or more schedules (collectively, the "Company Schedules") dated as of the date hereof and delivered concurrently with this Agreement, both as the date hereof and as of the Effective Time of the Merger, the Company (and, effective upon its formation, Acquisition) represents and warrants to Jefferson as follows:
