REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE MERGER SUBSIDIARY. Parent and the Merger Subsidiary represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE MERGER SUBSIDIARY. The Parent and the Merger Subsidiary each hereby represent and warrant to the Company, except as set forth in the disclosure schedules delivered to the Company on the date of this Agreement and attached hereto, that, as of the date hereof:
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE MERGER SUBSIDIARY. Parent and Merger Subsidiary hereby represent and warrant to the Company that the statements contained in this Article 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Effective Time (as though made then and as though the Effective Time were substituted for the date of this Agreement throughout this Article 3), except as set forth in the disclosure schedule delivered by Parent and Merger Subsidiary in connection with the Agreement (the "Parent Disclosure Schedule"). The Parent Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs and subparagraphs contained in this Section 3. Any matter disclosed on the Parent Disclosure Schedule in respect of a particular representation will be deemed to have been disclosed in respect of any other representation calling for a similar or related type of disclosure (even if such matter is not specifically referenced to the lettered and numbered paragraphs relating to such representation), if and only to the extent that, it is clear from a reading of the disclosure that it applies to such other representation.
ARTICLE 3.1 [intentionally omitted]
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE MERGER SUBSIDIARY. Each of the Parent and the Merger Subsidiary represents and warrants to each Holder that: it is a corporation duly incorporated under the laws of Canada and the State of Ohio, respectively; it has all requisite corporate power and authority to enter into and perform all its obligations under this Agreement; the execution and delivery of this Agreement and the consummation of the 5 transactions contemplated hereby have been duly authorized by all necessary corporate action on its part; this Agreement has been duly executed and delivered by it; and this Agreement constitutes a valid and binding agreement on its part, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity.
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE MERGER SUBSIDIARY. The Parent and the Merger Subsidiary each represents and warrants to the Company that the statements contained in this Article III are and shall be true and correct as of the Closing Date. For purposes of this Article III, the phrase “to the knowledge of the Parent” or any phrase of similar import shall be deemed to refer to the actual knowledge of Rxxxx Xxxx, the Parent’s Chief Executive Officer, as well as any other knowledge which such person would have possessed had such person made reasonable inquiry of the accountants and attorneys of the Parent.
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE MERGER SUBSIDIARY. Parent and Merger Subsidiary hereby represent and warrant to the Company that the statements contained in this Article 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Effective Time (as though made then and as though the Effective Time were substituted for the date of this Agreement throughout this Article 3), except as set forth in the disclosure schedule delivered by Parent and Merger Subsidiary in connection with the Agreement (the "PARENT DISCLOSURE SCHEDULE"). The Parent Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs and subparagraphs contained in this Section 3. Any matter disclosed on the Parent Disclosure Schedule in respect of a particular representation will be deemed to have been disclosed in respect of any other representation calling for a similar or related type of disclosure (even if such matter is not specifically referenced to the lettered and numbered paragraphs relating to such representation), if and only to the extent that, it is clear from a reading of the disclosure that it applies to such other representation.
3.1 [intentionally omitted]
3.2 CORPORATE ORGANIZATION, STANDING AND POWER. Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; and Merger Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Each of Parent and Merger Subsidiary has all corporate power and authority to own its properties and to carry on its business as now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified would have a Material Adverse Effect on Parent and Merger Subsidiary. Parent owns all of the outstanding capital stock of Merger Subsidiary. Parent does not own or control any capital stock of any corporation or any interest in any partnership, joint venture or other entity, other than Merger Subsidiary.
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE MERGER SUBSIDIARY. Parent and the Merger Subsidiary represent and warrant to the Company as follows:
3.1 PARENT DISCLOSURE SCHEDULE. The disclosure schedule of the Parent attached hereto as EXHIBIT 3.1 (the "PARENT DISCLOSURE SCHEDULE") is divided into sections that correspond to the sections of this Article 3. The Disclosure Schedule comprises a list of all exceptions to the truth and accuracy of, and of all disclosures or descriptions required by, the representations and warranties set forth in the remaining sections of this Article 3.
