Representations and Warranties of Universal. Universal ------------------------------------------- represents and warrants to, and covenants and agrees with, Xxxxx as follows:
(a) Universal has all requisite power and authority to execute, deliver and perform this Agreement, and all corporate acts and proceedings required for the authorization, execution and delivery of this Agreement and the performance of this Agreement have been lawfully and validly taken or will have been so taken prior to the Option Closing.
(b) This Agreement constitutes the legal, valid and binding obligation of Universal and is enforceable against Universal in accordance with its terms, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors' rights generally.
(c) Universal has good and marketable title to all of the Option Stock, free and clear of any lien or restriction on transfer (except for the Option), and upon the payment by Xxxxx to Universal of the Option Price as contemplated hereby, Xxxxx will acquire good and marketable title to the Option Stock, free and clear of all liens and encumbrances.
(d) Universal has been advised that, to the extent the Option is exercised by Xxxxx, Xxxxx has granted to Interplay an option to acquire from Xxxxx up to one-half (1/2) of the Option Stock for a price per share equal to the Option Price.
(e) Universal acknowledges and agrees that upon the consummation of the Option Closing, all of its rights under the Shareholders' Agreement shall be terminated except as provided in Section 6.2 of the Shareholders' Agreement with respect to indemnification by Interplay of directors and officers of Interplay.
Representations and Warranties of Universal. Universal represents and warrants to BF, that as of the date hereof:
Representations and Warranties of Universal. Universal represents and warrants to McDexxxxx xxx the Company as follows:
Representations and Warranties of Universal. Universal hereby represents and warrants to Rio Novo as follows, and confirms that Rio Novo is relying upon the accuracy of these representations and warranties in connection with the purchase of the Universal Interest and the completion of the transactions contemplated hereby:
Representations and Warranties of Universal. Universal represents and warrants to LTM as follows:
Representations and Warranties of Universal. Except as disclosed in the disclosure schedule delivered by Universal to MutualFirst concurrently herewith (the "Universal Disclosure Schedule"); provided, that (a) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (b) the mere inclusion of an item in the Universal Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Universal that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect (as defined in Section 3.1(a)) on Universal and (c) any disclosures made with respect to a section of Article III shall be deemed to qualify (1) any other section of Article III specifically referenced or cross-referenced and (2) other sections of Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure applies to such other sections, Universal hereby represents and warrants to MutualFirst as follows:
Representations and Warranties of Universal. Except as disclosed in Schedule 3 which is attached hereto and incorporated herein by reference, Universal represents and warrants to Remarc that:
Representations and Warranties of Universal. Universal represents and warrants to McDermott and the Company as follows:
Representations and Warranties of Universal. As an inducement to Rainbo and Xxxxx to enter into this Agreement, Universal and UFMG jointly and severally represent and warrant to Rainbo and Xxxxx that the following representations and warranties are true and accurate as of the date of this Agreement and, except for changes expressly contemplated by this Agreement, shall be true and accurate at and as of the Closing Date as if made at and as of the Closing Date:
Representations and Warranties of Universal. Universal hereby makes to and for the benefit of the Insurer each of the representations and warranties made by Universal, whether in its capacity as Contributor, Manager or otherwise, in each of the Related Documents to which it is a party, including, but not limited to, Section 3.01 of the Contribution Agreement and Section 19 of the Management Agreement. Such representations and warranties are incorporated herein by this reference as if fully set forth herein. In addition, Universal represents and warrants to the Insurer as of the Closing Date as follows:
(a) The offer and sale of the Series 2002-1 Notes by the Issuer comply in all material respects with all requirements of applicable law, including all registration requirements of applicable securities laws.
(b) The Indenture is not required to be qualified under the Trust Indenture Act of 1939, as amended. The Issuer is not required to be registered as an "investment company" under the Investment Company Act. Neither the offer nor the sale of the Series 2002-1 Notes by the Issuer will be in violation of the Securities Act or any other federal or state securities law. Universal will, or will cause the Issuer to, satisfy any of the information reporting requirements of the Exchange Act arising out of the Transaction to which it or the Issuer is subject.
(c) Neither the Related Documents nor any other information relating to any Contributed Asset, Sold Asset or any other Collateral, the operations of Universal or the financial condition of Universal (as amended, supplemented or superseded, collectively, the "Information") furnished to the Insurer by Universal contains any statement of a material fact which was untrue or misleading in any material respect when made. Universal has no knowledge of any circumstances that could reasonably be expected to cause a Material Adverse Change with respect to Universal. Since the furnishing of the Information, there has been no change nor any development or event involving a prospective change known to Universal that would render any of the Related Documents untrue or misleading in any material respect. The information on Schedule 2.1 supplements the financial information provided to the Insurer on or prior to the Closing Date.
(d) The execution, delivery and performance of this Insurance Agreement and each of the other Related Documents by Universal will not: (a) contravene any provision of its Organizational Documents; (b) contravene, conflict with or violate any ap...
