REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND CONTROLLING SHAREHOLDERS. The Schedules attached to this Agreement are sometimes referred to herein as the "Disclosure Schedules." The Company and Controlling Shareholders represent and warrant to Purchaser that except as otherwise disclosed in the Disclosure Schedules the following statements are true as of the date of this Agreement and as of the Closing Date: 2.1 ORGANIZATION, STANDING, CORPORATE AUTHORIZATION, AND ENFORCEABILITY. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to so qualify would not have a Material Adverse Effect on the financial condition or business of the Company. (b) This Agreement and all other agreements, documents and instruments executed or to be executed by the Company in connection herewith (the "Related Agreements") constitute the valid and legally binding obligations of the Company and are enforceable in accordance with their terms, except as such enforceability may be limited by equitable principles and by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar laws relating to or affecting the rights of creditors generally. The Company has the requisite corporate power and authority to enter into this Agreement and the Related Agreements. (c) The execution and delivery of this Agreement, the Related Agreements, and all other documents and instruments executed or to be executed by the Company pursuant to this Agreement, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate and other action on the part of the Company, subject to obtaining the requisite approvals from Shareholders in accordance with applicable law. This Agreement and the Related Agreements have been or will have been, at the time of their respective executions and deliveries, duly executed and delivered by a duly authorized officer of the Company. (d) Except as set forth in SCHEDULE 2.1(d), the Company does not own, directly or indirectly, any capital stock or other equity interest in any Person or have any direct or indirect equity or ownership interest in any Person, and the Company is not subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any Person.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND CONTROLLING SHAREHOLDERS. The Schedules attached to this Agreement are sometimes referred to herein as the "Disclosure Schedules." The Company and Controlling Shareholders represent and warrant to Purchaser that except as otherwise disclosed in the Disclosure Schedules the following statements are true as of the date of this Agreement and as of the Closing Date:
2.1 ORGANIZATION, STANDING, CORPORATE AUTHORIZATION, AND ENFORCEABILITY.
(a) The Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and each such corporation has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to so qualify would not have a Material Adverse Effect on the financial condition or business of the CompanyCompany or a Subsidiary.
(b) This Agreement and all other agreements, documents and instruments executed or to be executed by the Company in connection herewith (the "Related Agreements") constitute the valid and legally binding obligations of the Company and are enforceable in accordance with their terms, except as such enforceability may be limited by equitable principles and by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar laws relating to or affecting the rights of creditors generally. The Company has the requisite corporate power and authority to enter into this Agreement and the Related Agreements.
(c) The execution and delivery of this Agreement, the Related Agreements, and all other documents and instruments executed or to be executed by the Company pursuant to this Agreement, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate and other action on the part of the Company, subject to obtaining the requisite approvals from Shareholders in accordance with applicable law. This Agreement and the Related Agreements have been or will have been, at the time of their respective executions and deliveries, duly executed and delivered by a duly authorized officer of the Company.
(d) SCHEDULE 2.1(d) hereto lists all of the Company's subsidiaries (each a "Subsidiary" and collectively the "Subsidiaries"). All of the outstanding shares of capital stock of each of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned, of record and beneficially, by the Company, free and clear of all liens, encumbrances, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of such Subsidiary. Other than those exceptions under applicable corporate law described in SCHEDULE 2.1(d) or as otherwise set forth in SCHEDULE 2.1(d), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiaries. Except as set forth in SCHEDULE 2.1(d), neither the Company does not ownnor any Subsidiary owns, directly or indirectly, any capital stock or other equity interest in any Person or have any direct or indirect equity or ownership interest in any Person, and neither the Company nor any of its Subsidiaries is not subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any Person. The Subsidiaries have no Voting Debt (as defined below).
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND CONTROLLING SHAREHOLDERS. The Schedules attached to this Agreement are sometimes referred to herein as the "Disclosure Schedules." The Company and Controlling Shareholders represent and warrant to Purchaser that except as otherwise disclosed in the Disclosure Schedules the following statements are true as of the date of this Agreement and as of the Closing Date:
2.1 ORGANIZATION, STANDING, CORPORATE AUTHORIZATION, AND ENFORCEABILITY.
(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Except as set forth in Schedule 2.1(a), the Company is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to so qualify would not have a Material Adverse Effect on the financial condition or business of the Company.
(b) This Agreement and all other agreements, documents and instruments executed or to be executed by the Company in connection herewith (the "Related Agreements") constitute the valid and legally binding obligations of the Company and are enforceable in accordance with their terms, except as such enforceability may be limited by equitable principles and by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar laws relating to or affecting the rights of creditors generally. The Company has the requisite corporate power and authority to enter into this Agreement and the Related Agreements.
(c) The execution and delivery of this Agreement, the Related Agreements, and all other documents and instruments executed or to be executed by the Company pursuant to this Agreement, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate and other action on the part of the Company, subject to obtaining the requisite approvals from Shareholders in accordance with applicable law. This Agreement and the Related Agreements have been or will have been, at the time of their respective executions and deliveries, duly executed and delivered by a duly authorized officer of the Company.
(d) Except as set forth in SCHEDULE 2.1(d), the Company does not own, directly or indirectly, any capital stock or other equity interest in any Person or have any direct or indirect equity or ownership interest in any Person, and the Company is not subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any Person.
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND CONTROLLING SHAREHOLDERS. The Schedules attached to this Agreement are sometimes referred to herein as the "Disclosure Schedules." The Company and Controlling Shareholders Shareholder represent and warrant to Purchaser that except as otherwise disclosed in the Disclosure Schedules the following statements are true as of the date of this Agreement and as of the Closing Date:
2.1 ORGANIZATION, STANDING, CORPORATE AUTHORIZATION, AND ENFORCEABILITY.
(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to so qualify would not have a Material Adverse Effect on the financial condition or business of the Company.
(b) This Agreement and all other agreements, documents and instruments executed or to be executed by the Company in connection herewith (the "Related Agreements") constitute the valid and legally binding obligations of the Company and are enforceable in accordance with their terms, except as such enforceability may be limited by equitable principles and by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar laws relating to or affecting the rights of creditors generally. The Company has the requisite corporate power and authority to enter into this Agreement and the Related Agreements.
(c) The execution and delivery of this Agreement, the Related Agreements, and all other documents and instruments executed or to be executed by the Company pursuant to this Agreement, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate and other action on the part of the Company, subject to obtaining the requisite approvals from Shareholders in accordance with applicable law. This Agreement and the Related Agreements have been or will have been, at the time of their respective executions and deliveries, duly executed and delivered by a duly authorized officer of the Company.
(d) Except as set forth in SCHEDULE 2.1(d)) , the Company does not own, directly or indirectly, any capital stock or other equity interest in any Person or have any direct or indirect equity or ownership interest in any Person, and the Company is not subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any Person.
Appears in 1 contract
