Representations and Warranties of Xxxxxx Xxxxxxx. Xxxxxx Xxxxxxx represents and warrants to the Buyer as of the date hereof that:
Representations and Warranties of Xxxxxx Xxxxxxx. Except as set forth in the Disclosure Schedule delivered by Xxxxxx Xxxxxxx to Halter Marine prior to the execution of this Agreement (the "Xxxxxx Xxxxxxx Disclosure Schedule"), which shall identify exceptions by specific Section references, Xxxxxx Xxxxxxx hereby represents and warrants to Halter Marine as follows:
Representations and Warranties of Xxxxxx Xxxxxxx. Xxxxxx Xxxxxxx hereby represents and warrants to Halter Marine that:
(a) Xxxxxx Xxxxxxx has all necessary corporate power and authority to execute and deliver this Amendment, to perform its obligations under the Merger Agreement (as amended by this Amendment) and to consummate the transactions contemplated by the Merger Agreement (as amended by this Amendment).
(b) The execution and delivery of this Amendment by Xxxxxx Xxxxxxx have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Xxxxxx Xxxxxxx are necessary to authorize this Amendment.
(c) This Amendment has been duly and validly executed and delivered by Xxxxxx Xxxxxxx and, assuming the due authorization, execution and delivery by Halter Marine, the Merger Agreement (as amended by this Amendment) constitutes the legal, valid and binding obligation of Xxxxxx Xxxxxxx, enforceable against Xxxxxx Xxxxxxx in accordance with its terms (except in each such case insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or principles governing the availability of equitable remedies).
Representations and Warranties of Xxxxxx Xxxxxxx. Except as set forth in the Xxxxxx-Xxxxxxx Disclosure Schedule delivered by Xxxxxx- Xxxxxxx to Pfizer prior to the execution of this Agreement (the "Xxxxxx- Xxxxxxx Disclosure Schedule") (each section of which qualifies the correspondingly numbered representation and warranty or covenant), Xxxxxx- Xxxxxxx represents and warrants to Pfizer as follows:
Representations and Warranties of Xxxxxx Xxxxxxx. Xxxxxx Xxxxxxx is providing the representations and warranties attached in Schedule “E” to this Agreement and acknowledges that Goldgroup and Candymin are relying on such representations and warranties to enter into this Agreement.
Representations and Warranties of Xxxxxx Xxxxxxx. Except as otherwise set for the in the Disclosure Schedules (and subject, in each case, to Section 12.6), Xxxxxx Xxxxxxx hereby, solely for the purposes of Article 5, Section 7.4, Section 8.7, Article 11 and Article 12, represents and warrants to Buyer as follows:
Representations and Warranties of Xxxxxx Xxxxxxx. The execution and delivery by Xxxxxx Xxxxxxx of this letter agreement and the performance by Xxxxxx Xxxxxxx of its obligations hereunder (i) have been duly authorized by all requisite company or limited partnership action; (ii) do not require approval of any third Person, including by any owners or holders of any equity, membership or similar interest in Xxxxxx Xxxxxxx in their capacity as such; and (iii) do not and will not violate any law, rule or regulation, any order of any court or other agency of government, the charter or other organizational documents of Xxxxxx Xxxxxxx, as amended, or any provision of any agreement or other instrument to which Xxxxxx Xxxxxxx or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such agreement or other instrument. Xxxxxx Xxxxxxx has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and to perform fully its obligations hereunder. This Agreement constitutes the valid and binding obligation of Xxxxxx Xxxxxxx enforceable against it in accordance with the terms hereof.
Representations and Warranties of Xxxxxx Xxxxxxx. Each Shareholder and Xxxxxx/Xxxxxxx represents and warrants to Cardinal as follows:
Representations and Warranties of Xxxxxx Xxxxxxx. Xxxxxx Xxxxxxx, on behalf of itself and the other Xxxxxx Xxxxxxx Transferors, represents and warrants to Citigroup and the Company that, except as set forth in the Disclosure Letter delivered as of the date hereof by Xxxxxx Xxxxxxx to Citigroup (the “Xxxxxx Xxxxxxx Disclosure Letter”) or in the most recent Form ADV Part I, Form ADV Part II (or brochure in lieu thereof) or Form BD filed (or in the case of Form ADV Part II, prepared) by Xxxxxx Xxxxxxx Subsidiaries and provided to Citigroup prior to the date hereof, and except to the extent that any of the representations and warranties set forth below relate to or apply to the Xxxxxx Xxxxxxx Excluded Assets, the Xxxxxx Xxxxxxx Excluded Liabilities or the Xxxxxx Xxxxxxx Excluded Businesses and do not impact the Xxxxxx Xxxxxxx Contributed Assets, Xxxxxx Xxxxxxx Contributed Business, Xxxxxx Xxxxxxx Contributed Subsidiaries or Xxxxxx Xxxxxxx Contributed Liabilities:
(a) Organization, Standing and Power of Xxxxxx Xxxxxxx and Subsidiaries. Xxxxxx Xxxxxxx is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Xxxxxx Xxxxxxx has all requisite corporate power and authority to execute and deliver this Agreement and any other Transaction Document to which it will be a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. Each other Xxxxxx Xxxxxxx Transferor is duly organized, validly existing and (except to the extent inapplicable to foreign Subsidiaries) in good standing under the Laws of its jurisdiction of organization and will at the Closing have all requisite corporate or comparable power and authority to perform the obligations applicable to such Xxxxxx Xxxxxxx Transferor hereunder and under the other Transaction Documents and to consummate the transactions contemplated hereby and thereby. Each Subsidiary of Xxxxxx Xxxxxxx to become a party to a Transaction Document will have at the Closing all requisite corporate or comparable power and authority to execute and deliver each Transaction Document to be executed and delivered by it, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. Each Xxxxxx Xxxxxxx Transferor has all requisite corporate or comparable power and authority to own and operate the Xxxxxx Xxxxxxx Contributed Assets and the Xxxxxx Xxxxxxx Contributed Liabilities and to operate the Xxxxxx Xxxxxxx Contribu...
Representations and Warranties of Xxxxxx Xxxxxxx. Except as set forth in the Xxxxxx-Xxxxxxx Disclosure Schedule delivered by Xxxxxx-Xxxxxxx to AHP prior to the execution of this Agreement (the "Xxxxxx-Xxxxxxx Disclosure Schedule") (each section of which qualifies the correspondingly numbered representation and warranty or covenant to the extent specified therein), Xxxxxx-Xxxxxxx represents and warrants to AHP as follows:
