REPRESENTATIONS AND WARRANTIES OF THE OTHER PARTIES. Each of Acquiror, the Company and PubCo, severally and not jointly, hereby represents and warrants to each other party to this Agreement as follows:
REPRESENTATIONS AND WARRANTIES OF THE OTHER PARTIES. Each of the Company and Acquiror, severally and not jointly, hereby represents and warrants to each other party to this Agreement as follows:
REPRESENTATIONS AND WARRANTIES OF THE OTHER PARTIES. Each party hereto represents and warrants to all other parties hereto as follows:
REPRESENTATIONS AND WARRANTIES OF THE OTHER PARTIES. Each of the parties hereto other than the Holders hereby represents and warrants to the Holders that:
(a) it has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to engage in the transactions contemplated hereby;
(b) it has taken all requisite action to make all the provisions of this Agreement the valid and enforceable obligations they purport to be;
(c) this Agreement constitutes its valid and binding obligation, enforceable in accordance with its terms, subject to laws of general application from time to time in effect affecting creditors' rights and the exercise of judicial discretion in accordance with general equitable principles; and
(d) neither the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated hereby violates, conflicts with, constitutes a default under, results in the acceleration of or creates in any party the right to accelerate, terminate, modify or cancel any material contract to which it is a party or by which it is bound.
REPRESENTATIONS AND WARRANTIES OF THE OTHER PARTIES. Section 3.1. Due Authorization............................................ 8 Section 3.2. Authority; No Conflicts...................................... 8 Section 3.3. Capital Stock................................................ 9 ARTICLE IV THE CLOSING
REPRESENTATIONS AND WARRANTIES OF THE OTHER PARTIES. Each of the Parties to this Agreement (other than the Company) represent and warrant, severally as to themselves and not jointly, to each of the other Parties to this Agreement, as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF THE OTHER PARTIES. Section 3.1.
REPRESENTATIONS AND WARRANTIES OF THE OTHER PARTIES. Purchaser hereby represents and warrants to each Fleming Party, and each Flemixx Xxxxy (other than the Xxxxxxs) hereby severally represents and warrants to Purchaser, as set forth in this Article III:
REPRESENTATIONS AND WARRANTIES OF THE OTHER PARTIES. 4.1 Representations and Warranties of Purchasers
4.2 Representations and Warranties of Cerberus
REPRESENTATIONS AND WARRANTIES OF THE OTHER PARTIES