Representations and Warranties of the Company and the Subsidiaries. Each of the Company and its Subsidiaries hereby jointly and severally represents and warrants to each Investor that, except as set forth in the Schedules set forth in Exhibit C hereto, which exceptions shall be deemed to be part of the representations and warranties made hereunder, the following representations are true and complete as of the date of hereof and as of the Closing Date, except as otherwise indicated (which representations and warranties shall be deemed to apply, where appropriate, to each Subsidiary of the Company). The Schedules shall be arranged in sections corresponding to the numbered and lettered sections and subsections contained in this Section 3.1, and the disclosures in any section or subsection of the Schedules shall qualify other sections and subsections in this Section 3.1 only to the extent it is readily apparent from a reading of the disclosure that such disclosure is applicable to such other sections and subsections
Representations and Warranties of the Company and the Subsidiaries. The Company and each Subsidiary jointly and severally represent and warrant to the Registered Holder as of the date of this Debenture, as follows:
(a) The Company and each Subsidiary is a corporation duly organized, existing and in good standing under the laws of its state of incorporation and has the corporate power to conduct the business which it conducts and proposes to conduct.
(b) The execution, delivery and performance of the Securities by the Company and each Subsidiary has been duly approved by each corporation's Board of Directors and all other actions required to authorize and effect the offer and sale of the Securities have been duly taken and approved.
(c) The Securities have been duly and validly authorized. The Securities, when issued and paid for in accordance with the terms hereof, will be fully paid and non-assessable and valid and binding obligations of the Company and each Subsidiary enforceable in accordance with their respective terms.
(d) The Company and each Subsidiary has obtained all licenses, permits and other governmental authorizations necessary to the conduct of its business; such licenses, permits and other governmental authorizations obtained are in full force and effect; and the Company and each Subsidiary is in all material respects complying therewith.
(e) Neither the Company nor a Subsidiary knows of any pending or threatened legal or governmental proceedings to which it is a party which could materially adversely affect the business, property, financial condition or operations of the Company or a Subsidiary.
(f) Except as set forth in the Memorandum, neither the Company nor a Subsidiary is in violation of or default under, nor will the execution and delivery of the Securities and the incurrence of the obligations herein and therein set forth and the consummation of the transactions herein or therein contemplated, result in a violation of, or constitute a default under the certificate of incorporation or by-laws, the performance or observance of any material obligations, agreement, covenant or condition contained in any bond, debenture, note or other evidence of indebtedness or in any material contract, indenture, mortgage, loan agreement, lease, joint venture or other agreements or instrument to which the Company or a Subsidiary is a party or by which it or any of its properties may be bound or in violation of any material order, rule, regulation, writ, injunction or decree of any government, governmental instrumentalit...
Representations and Warranties of the Company and the Subsidiaries. The Company and the Subsidiaries, jointly and severally, make the following representations and warranties to Buyer:
Representations and Warranties of the Company and the Subsidiaries. The Company represents and warrants, and each Subsidiary represents and warrants as to itself, to the Purchasers as of the Closing Date that:
Representations and Warranties of the Company and the Subsidiaries. The Company represents and warrants to Parent and Merger Sub as follows (in each case as qualified by matters reflected on the disclosure schedule dated as of the date of this Agreement and delivered by the Company to Parent on or prior to the date of this Agreement (the “Company Disclosure Schedule”) (with each reference to such disclosure schedule qualifying the referenced representation and warranty to the extent specified therein and such other representations and warranties contained herein (regardless of whether or not such representation or warranty contains a reference to such disclosure schedule) to the extent a matter in such disclosure schedule is disclosed in such a way as to make its relevance to the information called for by such other representation or warranty readily apparent on its face)):
Representations and Warranties of the Company and the Subsidiaries. The Company, for and in respect of itself and, where indicated, for and in respect of its Subsidiaries, represents and warrants to, and agree with, EarthLink and Combination Company as follows, subject to any exceptions specified in the Disclosure Schedule of the Company provided to EarthLink on the date hereof (the "COMPANY DISCLOSURE SCHEDULE"); it being understood and agreed that the Company may cross reference disclosures within the Company Disclosure Schedule:
Representations and Warranties of the Company and the Subsidiaries. The Company and each Significant Subsidiary hereby represent and warrant to the Purchasers, except as set forth in the Exhibits to this Agreement (whether or not an Exhibit is referenced below), as follows (For the purposes of this Article VI, unless the context otherwise requires or as otherwise provided, “Company” shall mean the Company and each Subsidiary, and any Exhibits in relation to this Article VI shall specifically indicate matters that relate to the Subsidiaries):
Representations and Warranties of the Company and the Subsidiaries. The Company and the Subsidiaries represents and warrants to and covenants with the Advisor that:
Representations and Warranties of the Company and the Subsidiaries. The Company and the Subsidiaries jointly and severally represent and warrant to and for the benefit of Purchaser as follows:
Representations and Warranties of the Company and the Subsidiaries. For the purposes of the representations and warranties set forth in this Article VI, unless the context otherwise requires or as otherwise provided, "Company" shall mean the Company and its Subsidiaries. Except as otherwise described in the Company's filings with the Commission since January 1, 2002 (the "SEC Documents") and in the Company's press releases since May 15, 2003 (collectively with the SEC Documents, the "Company Information"), which qualify the following representations and warranties in their entirety, the Company hereby represents and warrants to each Purchaser, as follows:
