Representations and Warranties of Vista. Vista hereby makes the following representations and warranties to each of the Pescios and Newco and acknowledges that such parties are relying upon such representations and warranties in connection with the matters contemplated by this Agreement:
(a) Corporate Status – each of Vista and Vista U.S. is duly incorporated and is validly existing as a company in good standing under the laws of their respective jurisdictions of incorporation and has the necessary corporate power and capacity to own its property and assets, to carry on its business as now being conducted by it and to carry out the transactions contemplated by this Agreement. In addition, immediately prior to the Effective Time, LLC will be duly organized and validly existing as a limited liability company under the laws of Nevada.
Representations and Warranties of Vista. Vista hereby represents and warrants to United as follows:
Representations and Warranties of Vista. Vista represents and warrants to EES as of the date hereof as follows:
(a) DUE ORGANIZATION AND AUTHORIZATION. Vista is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to enter into and perform its obligations under this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Vista have been duly authorized by all necessary corporate action on the part of Vista and this Agreement has been duly executed and delivered by a duly authorized officer of Vista and constitutes a valid and legally binding obligation of Vista in accordance with its terms.
Representations and Warranties of Vista. Vista hereby represents and warrants to the Company as follows:
Representations and Warranties of Vista. Vista represents and warrants to Sagebrush, as of the Effective Date and as of the date of Closing, as follows:
Representations and Warranties of Vista. References herein to "
Representations and Warranties of Vista. As of the date hereof and as of the Effective Date, Vista represents and warrants to Peritus that:
Representations and Warranties of Vista. Vista represents and warrants to the Purchaser (and acknowledges that the Purchaser is relying on these representations and warranties) that as of the Effective Date: it is a corporation duly incorporated and in good standing in its jurisdiction of incorporation and is qualified to do business and is in good standing in those jurisdictions necessary in order to carry out the purposes of this Agreement; it has the capacity to enter into and perform its obligations under this Agreement and all transactions contemplated herein, and all corporate and other actions required to authorize it to enter into and perform this Agreement have been properly taken; the execution and delivery of this Agreement will not conflict with, violate or result in the breach of its constating documents nor of any agreement to which it is subject; this Agreement has been duly approved and delivered by it and is valid and binding upon it in accordance with its terms except that; enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights generally; equitable remedies, including remedies of specific performance and injunctive relief, are available only in the discretion of the applicable court; a court is not required to treat as conclusive, final or binding those certificate and determinations which this Agreement states are to be so treated; a court may stay proceedings before them by virtue of equitable or statutory powers; and rights of indemnity and contribution hereunder may be limited under Law; the Debt represents all of the debt that DZ México owes to Vista; the Debt is owing and payable by DZ México to Vista and pursuant to this Agreement Vista is assigning the Debt to the Purchaser free and clear of all encumbrances; it is not in default in the observance or performance of any term or obligation to be performed by it in connection with the Debt, and no event has occurred that with notice or lapse of time or both would constitute such a default; there has not been any court proceeding filed, or any proceeding commenced with respect to Vista or any of its assets under any Laws relating to an Insolvency Proceeding and no assignment has been made for the benefit of its creditors, nor has it authorized, or is it contemplating any action with respect to, nor is it aware of any possible filing in respect of, any Insolvency Proceeding in respect of itself or its subsidiaries; and it is dealing with the Purchaser at Arm’s Length.
Representations and Warranties of Vista. Vista, as of the date of execution of this Agreement by Vista, represents and warrants to Xxxxxx, as follows:
Representations and Warranties of Vista. By its acceptance of this Agreement, VISTA represents and warrants to Pharma Patch as follows:
3.1. VISTA is duly incorporated and validly existing as a corporation in good standing under the laws of the State of Nevada with corporate power to enter into this Agreement and to conduct its business as presently conducted.
