REPRESENTATIONS AND WARRANTIES OF THE SELLING ENTITIES. The Selling Entities hereby jointly and severally represent and warrant to Buyer, as of the date hereof, and as of the Closing Date, as set forth below. For purposes of this Agreement, "
REPRESENTATIONS AND WARRANTIES OF THE SELLING ENTITIES. Except (a) as set forth in the disclosure schedule delivered by the Seller to the Buyer (the “Seller Disclosure Schedule”) prior to the execution of this Agreement (with specific reference to the representations and warranties in this Article V to which the information in such schedule relates; provided, however, that, disclosure in the Seller Disclosure Schedule as to a specific representation or warranty shall qualify any other sections of this Article V to the extent (notwithstanding the absence of a specific cross reference) it is reasonably apparent from the face of such disclosure that such disclosure relates to such other sections), and (b) such exceptions that result from the entry of the Sale Order and any other Orders of the Bankruptcy Court necessary to consummate the Transactions, each Selling Entity hereby represents and warrants to the Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLING ENTITIES. The Selling Entities, jointly and severally, hereby represent and warrant to On Stage as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLING ENTITIES. Each of the Selling Entities, for itself alone and not one for the other, hereby represents and warrants to Jacor and the Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLING ENTITIES. To induce the Acquiring Entities to enter into this Agreement and to consummate the transactions contemplated hereby, the Selling Entities jointly represent and warrant to the Acquiring Entities as follows and as may be additionally provided in the applicable Closing Agreement:
REPRESENTATIONS AND WARRANTIES OF THE SELLING ENTITIES. As a material inducement to the Purchasing Entities to enter into this Agreement and consummate the transactions contemplated hereby, the Selling Entities jointly and severally represent and warrant to the Purchasing Entities that the statements contained in this Article 3 are true and complete as of the date of this Agreement and will be true and complete as of the Transfer Date as follows; provided, however, that Schedules 3.2(e), 3.13(a), 3.13(b), 3.13(c), 3.13(g) and 3.13(m) may be updated by the Selling Entities as of the Closing to reflect the hiring or departure of any Employee, the granting of early retirement to any Employee, and any similar matter, each of which updated matters shall have been undertaken in the ordinary course of business consistent with past practices:
REPRESENTATIONS AND WARRANTIES OF THE SELLING ENTITIES. Each of the Selling Entities represents and warrants to the Buying Entities as follows, which representations and warranties shall be deemed reaffirmed and republished on the Closing Date as if made again on and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF THE SELLING ENTITIES. 3.1 Corporate Matters
(a) Due Organization, Good Standing and Qualification
(b) Corporate Authority to Conduct Business
(c) Corporate Power and Authority to Enter Into Agreements
(d) Due Execution and Enforceability
(e) No Conflict
(f) Subsidiaries and Other Equity Investments
(g) Articles and By-laws (h) Capitalization and Shareholders
(i) Amalgamation of UNOVA Canada
REPRESENTATIONS AND WARRANTIES OF THE SELLING ENTITIES. 20 Section 5.1 Organization, Standing and Corporate Power 20 Section 5.2 Authority; Execution and Delivery; Enforceability 20 Section 5.3 No Conflicts 21 Section 5.4 Legal Proceedings and Orders 22 Section 5.5 Permits 22 Section 5.6 Compliance with Law 22 Section 5.7 Absence of Certain Developments 22 Section 5.8 Intellectual Property; Information Technology 22 Section 5.9 Taxes 23 Section 5.10 Insurance 24 Section 5.11 Title to Assets 24 Section 5.12 Environmental Matters 24 Section 5.13 Brokers 24
REPRESENTATIONS AND WARRANTIES OF THE SELLING ENTITIES. 16 Section 5.1 Organization, Standing and Corporate Power 17 Section 5.2 Authority; Execution and Delivery; Enforceability 17 Section 5.3 No Conflicts 17 Section 5.4 Legal Proceedings and Orders 18 Section 5.5 Permits 18 Section 5.6 Compliance with Law 18 Section 5.7 Absence of Certain Developments 19 Section 5.8 Material Contracts 19 Section 5.9 Taxes 19 Section 5.10 Title to Purchased Assets; Real Property 20 Section 5.11 Environmental Matters 20 Section 5.12 Brokers 20 Section 5.13 OFAC; Foreign Corrupt Practices Act; Anticorruption Laws 20
