REPRESENTATIONS AND WARRANTIES OF VIACOM. Except as disclosed in the report on Form 10-K dated March 31, 1999 for the year ended December 31, 1998, the reports on Form 10-Q and Form 8-K since December 31, 1998 or the proxy statement dated April 16, 1999, in each case in the form filed by Viacom with the SEC or in a separate disclosure schedule which has been delivered by Viacom to CBS prior to the execution of this Agreement (the "Viacom Disclosure Schedule") (each section of which qualifies the correspondingly numbered representation and warranty or covenant to the extent specified therein and such other representations and warranties or covenants to the extent a matter in such section is disclosed in such a way as to make its relevance to the information called for by such other representation and warranty or covenant readily apparent), Viacom hereby represents and warrants to CBS that:
REPRESENTATIONS AND WARRANTIES OF VIACOM. Viacom hereby represents and warrants to each Stockholder as follows:
REPRESENTATIONS AND WARRANTIES OF VIACOM. 4.01 Organization and Qualification; Subsidiaries................................ 20 4.02 Certificate of Incorporation and By-Laws...... 20 4.03 Capitalization................................ 21 4.04 Authority Relative to this Agreement.......... 22 4.05
REPRESENTATIONS AND WARRANTIES OF VIACOM. Viacom hereby represents and warrants to Blockbuster that:
REPRESENTATIONS AND WARRANTIES OF VIACOM. In order to induce the Sellers to enter into this Agreement and to consummate the transactions contemplated hereby, Viacom makes the representations and warranties set forth below, each of which is independently relied upon by the Sellers regardless of any other investigation made or information obtained by the Sellers, and each of which is correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article VI).
REPRESENTATIONS AND WARRANTIES OF VIACOM. Viacom represents and warrants to each of Comcast and Fox as follows, as of the date hereof and as of the Closing Date:
