REPRESENTATIONS AND WARRANTIES OF TSI. TSI represents and warrants to Eclipsys and Sub that the statements contained in this Article III are true and correct except as set forth in the disclosure schedule delivered by TSI to Eclipsys on or before the date of this Agreement (the "TSI Disclosure Schedule"). The TSI Disclosure Schedule shall be arranged in sections and paragraphs corresponding to the numbered and lettered sections and paragraphs contained in this Article III and the disclosure in any section or paragraph shall qualify other sections and paragraphs in this Article III only to the extent that it is reasonably apparent from a reading of such disclosure that it also qualifies or applies to such other sections and paragraphs.
REPRESENTATIONS AND WARRANTIES OF TSI. A-5 Section 3.01 Organization of TSI.......................... A-5 Section 3.02 TSI Capital Structure........................ A-5 Section 3.03 Authority; No Conflict; Required Filings and Consents............................................... A-6 Section 3.04 SEC Filings; Financial Statements............ A-7 Section 3.05 No Undisclosed Liabilities................... A-7 Section 3.06 Absence of Certain Changes or Events......... A-7 Section 3.07 Taxes........................................ A-8 Section 3.08 Properties................................... A-9 Section 3.09 Intellectual Property........................ A-9 Section 3.10 Agreements, Contracts and Commitments........ A-10 Section 3.11 Litigation................................... A-11 Section 3.12 Environmental Matters........................ A-11 Section 3.13 Employee Benefit Plans....................... A-11 Section 3.14 Compliance With Laws......................... A-12 Section 3.15 Accounting and Tax Matters................... A-12 Section 3.16 Registration Statement; Proxy Statement/Prospectus................................... A-12 Section 3.17 Labor Matters................................ A-13 Section 3.18 Insurance; Risk Management................... A-13 Section 3.19 No Existing Discussions...................... A-13 Section 3.20 Opinion of Financial Advisor................. A-13 Section 3.21 Anti-Takeover Laws........................... A-13 Section 3.22 Insixxx Xxxxxxx Xxxicies and Practices....... A-13 ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF TSI. TSI represents and warrants to and covenants and agrees with GST as follows:
REPRESENTATIONS AND WARRANTIES OF TSI. Except as set forth on the Schedule of Exceptions furnished to Alcatel and attached hereto as Schedule 1, which specifically identifies the relevant subsections hereof, which exceptions shall be deemed to be representations and warranties as if made hereunder, TSI hereby represents and warrants to, and agrees with, Alcatel as follows. For purposes of this Section 2: (i) references to TSI (including indirectly by reference to the Companies) shall be deemed, except where the context otherwise requires, to include TSI Maryland with respect to any representation or warranty relating to any events or period of time occurring, in whole or in part, prior to the effective time of the Merger (as hereinafter defined), (ii) matters disclosed on any subsection of Schedule 1 shall be deemed disclosed for purposes of any other subsection, (iii) specific matters disclosed in the Draft Registration Statement (as hereinafter defined) shall be deemed disclosed on the relevant subsections of Schedule 1, and (iv) the phrase "to the best knowledge of TSI" or other similar formulations shall be deemed to refer to the current actual knowledge of the officers and directors of TSI and any facts or circumstances of which, after due inquiry, such officers and directors would reasonably be expected to have actual knowledge. 6 2.1
REPRESENTATIONS AND WARRANTIES OF TSI. Each of Teligent and TSI represent and warrant to the Buyer and TS Acquisition that the statements contained in this § 4 are correct and complete as of the date of this Agreement, except as set forth in the disclosure schedule dated the date hereof and provided to the Buyer and TS Acquisition by TSI in connection with the signing of this Agreement (the “TSI Disclosure Schedule”). The TSI Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this § 4.
REPRESENTATIONS AND WARRANTIES OF TSI. TSI represents and warrants to CTC that:
REPRESENTATIONS AND WARRANTIES OF TSI. TSI hereby represents and warrants to, and agrees with, the Company as follows:
REPRESENTATIONS AND WARRANTIES OF TSI. 7 Section 3.01 Organization of TSI...................................................7 Section 3.02 TSI Capital Structure..................................................8 Section 3.03 Authority; No Conflict; Required Filings and Consents..................9 Section 3.04 SEC Filings; Financial Statements.................................... 10 Section 3.05
REPRESENTATIONS AND WARRANTIES OF TSI. TSI represent and warrant that the statements contained in this Section 5 are true and correct, except as expressly set forth herein and in the disclosure schedule delivered by TSI prior to the execution and delivery of this Agreement (the "TSI Disclosure Schedule"). The TSI Disclosure Schedule shall be arranged in sections and paragraphs corresponding to the numbered and lettered sections and paragraphs contained in this Section 5, and the disclosure in any section or paragraph shall qualify other sections and paragraphs in this Section 5 only to the extent that it is reasonably apparent from a reading of such disclosure that it also qualifies or applies to such other sections and paragraphs.
REPRESENTATIONS AND WARRANTIES OF TSI. TSI hereby represents and warrants to XXXXXX as of the Closing Date as follows:
