Representations and Warranties of X. X. Xxxxxx X.X. Xxxxxx represents and warrants to MSIM that:
A. It is a Delaware corporation, duly organized and validly existing in good standing under the laws of the State of Delaware.
B. It is empowered under applicable laws and by its Articles of Incorporation and By-Laws to enter into and perform the services contemplated in this Agreement.
C. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
D. It has and will continue to have and maintain the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.
Representations and Warranties of X. X ------------------------------------- As an inducement to CTC to enter into this Agreement and to consummate the transactions contemplated herein, X-X hereby represents and warrants to CTC as follows:
Representations and Warranties of X. X. Xxxxx 27 Section 15.2 Representations and Warranties of Xxxxxxxxx-Americas 28
Representations and Warranties of X. X. Xxxxx. X. X. Xxxxx represents and warrants the following:
Representations and Warranties of X. XXXXXXX & COMPANY.
Representations and Warranties of X. X. XXXXXX
Representations and Warranties of X. X. TECHNICAL AND ITS SHAREHOLDERS............................... 7 3.1 Corporate Organization...................... 7 ---------------------- 3.2
Representations and Warranties of X. X. XXXXX....................................................... 12 3.1 Organization, Qualification and Corporate Power................................................ 12 3.2
Representations and Warranties of X. X. XXXXX X.X. Xxxxx represents and warrants to Parent and Purchaser that the statements contained in this Article III are 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 III), except as set forth in the disclosure schedule delivered by X.X. Xxxxx to Parent and the Purchaser on the date hereof and initialed by the Parties (the "X.X. XXXXX DISCLOSURE SCHEDULE"). The X.X. Xxxxx Disclosure Schedule shall identify the exception with particularity and describe the relevant facts in detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless such exception is readily apparent or the representation or warranty has to do with the existence of the document or other item itself). The X.X. Xxxxx Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Article III.
Representations and Warranties of X
