REPRESENTATIONS AND WARRANTIES OF UPC. UPC represents, warrants and undertakes to, and agrees with the Company that:
5.2.1 It is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, with full all requisite corporate power and authority to carry on its business as now conducted;
5.2.2 No additional filing, governmental approval, consent, registration, or amendment to or in respect of its constitutional documents is currently required under the laws of its jurisdiction of incorporation in connection with the formation and valid existence of UPC or the conduct of its business as contemplated by its constitutional documents;
5.2.3 The persons signing this Agreement on its behalf have the full power and authority to do so, UPC has authorized the execution of this Agreement in accordance with its constitutional documents and all actions necessary under UPC's constitutional documents have been taken to permit and authorize its execution of this Agreement;
5.2.4 UPC has all requisite power and authority to perform its obligations hereunder, and upon execution by its duly authorized representatives, this Agreement shall constitute its a legal, valid and binding obligation, enforceable in accordance with its terms;
5.2.5 The execution and delivery of this Agreement, as well as the performance of the terms hereof will not conflict with any provision of UPC's constitutional documents or, to the best of UPC's knowledge, or result in any violation or default or loss of material benefit under any mortgage, assignment, lease or any other material agreement with, or the rights of, any third party, or any provision of applicable law with respect to UPC or its property; and
5.2.6 Neither UPC nor any person (including employees, directors, officers or agents thereof) acting at the direction of UPC has offered, promised, authorized or made any payment or gift in violation of applicable law (including, without limitation, the United States Foreign Corrupt Practices Act) to any governmental official, political party or official thereof, or candidate for political office for the purpose of influencing any act or decision in an official capacity, or of including any act or omission in violation of a lawful duty in order to assist in obtaining advantages of any kind for UPC or in conducting the transactions herein contemplated.
REPRESENTATIONS AND WARRANTIES OF UPC. 18 6.1 Organization, Standing, and Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 6.2 Authority; No Breach By Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 6.3
REPRESENTATIONS AND WARRANTIES OF UPC. Except as disclosed in the UPC Disclosure Memorandum, UPC hereby represents and warrants to Magna as follows:
REPRESENTATIONS AND WARRANTIES OF UPC. UPC represents and warrants to Waldo as follows:
4.3.1 It is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, with full all requisite corporate power and authority to carry on its business as now conducted;
4.3.2 No additional filing, governmental approval, consent, registration, or amendment to or in respect of its constitutional documents is currently required under the laws of its jurisdiction of incorporation in connection with the formation and valid existence of UPC or the conduct of its business as contemplated by its constitutional documents;
4.3.3 The persons signing this Agreement on its behalf have the full power and authority to do so, it has authorized the execution of this Agreement in accordance with its constitutional documents and all actions necessary under its constitutional documents have been taken to permit and authorize its execution of this Agreement;
4.3.4 UPC has all requisite power and authority to perform its obligations hereunder, and upon execution by its duly authorized representatives, this Agreement shall constitute its a legal, valid and binding obligation, enforceable in accordance with its terms;
4.3.5 UPC has not retained, utilized or been represented by any broker or finder, in connection with the negotiation or consummation of this Agreement or the transactions contemplated hereby;
REPRESENTATIONS AND WARRANTIES OF UPC. UPC hereby represents and warrants to Mutual as follows:
REPRESENTATIONS AND WARRANTIES OF UPC. 17 6.1 Organization, Standing, and Power ............................. 17 6.2 Authority; No Breach By Agreement ............................. 18 6.3
REPRESENTATIONS AND WARRANTIES OF UPC. UPC represents and warrants to Canal+ that:
REPRESENTATIONS AND WARRANTIES OF UPC the Company and the Guarantor. Each of UPC, the Company and the Guarantor represents and warrants to the Lender as set forth below, as of the date hereof and as of the Funding Date:
REPRESENTATIONS AND WARRANTIES OF UPC. UPC hereby represents and warrants to Capital as follows:
6.1 Organization, Standing, and Power. UPC and Holding are corporations duly organized, validly existing, and in good standing under the Laws of the State of Tennessee, and each has the corporate power and authority to carry on its business as now conducted and to own, lease and operate its material Assets. UPC and Holding are each duly qualified or licensed to transact business as a foreign corporation in good standing in the States of the United States and foreign jurisdictions where the character of its Assets or the nature or conduct of its business requires it to be so qualified or licensed, except for such jurisdictions in which the failure to be so qualified or licensed is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on UPC.
REPRESENTATIONS AND WARRANTIES OF UPC. UPC represents and warrants to and agrees with the several Underwriters that:
(a) This Agreement has been duly authorized, executed and delivered by or on behalf of UPC.
(b) The execution and delivery by UPC of, and the performance by UPC of its obligations under, this Agreement and the Intercompany Agreements will not contravene (i) any provision of applicable law or the articles of incorporation or by-laws of UPC, (ii) any agreement or other instrument binding upon UPC or any of its subsidiaries (excluding OHI and the OHI Subsidiaries) that is material to UPC and its subsidiaries, taken as a whole, or (iii) any judgment, order or decree of any governmental body, agency or court having jurisdiction over UPC or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, for such violations as would not have a Material Adverse Effect. No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by UPC of its obligations under this Agreement or pursuant to the Intercompany Agreements or in connection with the Divestiture Transaction, except registration of the Shares under the Securities Act and such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares.
(c) On the Closing Date, UPC will have valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by UPC free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by UPC or a security entitlement in respect of such Shares.
(d) Upon payment for the Shares to be sold by UPC pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchas...
