Representations and Warranties of VCI. VCI makes the following representations and warranties as of the Closing Date on which the Purchaser will be deemed to have relied in acquiring the Purchased Assets. The representations and warranties will survive the conveyance of the Purchased Assets to the Purchaser pursuant to this Agreement, the conveyance of the Purchased Assets to the Issuer pursuant to the Sale and Servicing Agreement and the Grant thereof by the Issuer to the Indenture Trustee pursuant to the Indenture:
Representations and Warranties of VCI. VCI hereby represents and ------------------------------------- warrants to the other parties hereto as follows:
(a) VCI has the full right, power and authority to enter into, execute and deliver this Agreement and all the other Debt Documents to which VCI is a party.
(b) VCI is a corporation duly organized, validly existing and in good standing under the laws of the State of California, and has the corporate power to own and operate its properties and to carry on its business as now conducted. VCI is duly qualified to do business and in good standing in each state in which a failure to be so qualified would have a material adverse effect on VCI's financial position or its ability to conduct its business in the manner now conducted.
(c) VCI has taken all action necessary to authorize the entering into and performance of its obligations under this Agreement and all other related documents to which VCI is a party. This Agreement and all the other agreements, documents, and instruments contemplated hereby to which VCI is a party, are, and as of the Closing will be, the legal, valid and binding obligation of VCI, enforceable in accordance with their respective terms.
(d) The representations and warranties of VCI set forth in the Merger Agreement are true and correct as of the date hereof.
(e) The execution, delivery and performance by VCI of this Agreement and the other Debt Documents does not and will not (i) contravene or conflict with the Articles of Incorporation or bylaws of VCI, (ii) contravene or conflict with or constitute a violation of any provision of any law, statute, rule, regulation, judgment, injunction, order, writ or decree binding upon or applicable to VCI or any part of its business, or (iii) contravene or conflict with or constitute a violation, breach, or default under any agreement to which VCI is bound.
Representations and Warranties of VCI. Except as set forth in a Disclosure Schedule delivered by VCI hereunder, and except for the transactions contemplated by this Agreement, VCI hereby represents and warrants to SOI as follows:
Representations and Warranties of VCI. Except as set forth in a Disclosure Schedule delivered by VCI hereunder, and except for the transactions contemplated by this Agreement, VCI hereby represents and warrants to Xxxxxxx and the Selling Shareholders as follows:
Representations and Warranties of VCI. VCI hereby represents and warrants to VDF as of the date of this Reassignment and as of the Removal [and Reassignment] ] [Note: Include preceding if the removal is with then existing Receivables.] Date:
Representations and Warranties of VCI. 4.1 Organization of VCI and Video Sub...........
Representations and Warranties of VCI. 9 3.1 Corporate Existence and Power.................... 9 3.2
Representations and Warranties of VCI. VCI represents and warrants to the Vendor as of the date hereof:
(a) it is validly existing under the laws of its jurisdiction of existence and is not a reporting issuer in any jurisdiction of Canada;
(b) the common shares of VCI are listed and posted for trading on the NASDAQ stock exchange (the “NASDAQ”) under the symbol “VCIG”;
(c) VCI is not currently, and will not be, following the execution, delivery and performance of this Agreement and any ancillary documents thereto, in violation of (i) any applicable law which violation would have a material adverse effect on VCI or the Transaction; or (ii) its constating documents;
(d) this Agreement, when executed and delivered by VCI in accordance with the provisions hereof, shall be a legal, valid and binding obligation of VCI, enforceable against VCI in accordance with its terms; and
(e) no person has any agreement, right or option or anything capable of becoming an agreement, right or option with VCI for the payment or delivery of any consideration or commission in respect of the transactions contemplated herein.
Representations and Warranties of VCI as to each Receivable. VCI hereby makes the representations and warranties set forth on Schedule I as to the Receivables transferred, assigned, set over, sold and otherwise conveyed to the Purchaser on which such representations and warranties the Purchaser relies in acquiring the Receivables. Such representations and warranties speak, with respect to any Receivable, as of the Cut-Off Date, but shall survive the sale of such Receivables to the Issuer under the Sale and Servicing Agreement, and the Grant of the Receivables by the Issuer to the Indenture Trustee pursuant to the Indenture. Notwithstanding any statement to the contrary contained herein or in any other Transaction Document, VCI shall not be required to notify any insurer with respect to any Insurance Policy obtained by an Obligor or to notify any Dealer about any aspect of the transaction contemplated by the Transaction Documents.
Representations and Warranties of VCI. Except as set forth in a Disclosure Schedule delivered by VCI hereunder, and except for the transactions contemplated by this Agreement, VCI hereby represents and warrants to KDDJ as follows:
