REPRESENTATIONS AND WARRANTIES OF XXXXXXX. Xxxxxxx represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF XXXXXXX. Xxxxxxx represents and warrants that:
REPRESENTATIONS AND WARRANTIES OF XXXXXXX. Xxxxxxx hereby represents, warrants and acknowledges to ICCC for the benefit of each of the Funds:
REPRESENTATIONS AND WARRANTIES OF XXXXXXX. Xxxxxxx represents and warrants to the Shareholders that:
REPRESENTATIONS AND WARRANTIES OF XXXXXXX. 31 5.1 Xxxxxxx Organization..........................................................................31 5.2 Subsidiaries..................................................................................31 5.3 Authorization.................................................................................32
REPRESENTATIONS AND WARRANTIES OF XXXXXXX. Except as Previously Disclosed, Xxxxxxx hereby represents and warrants to Southwest as follows:
REPRESENTATIONS AND WARRANTIES OF XXXXXXX. Xxxx.xxx hereby represents and warrants that:
REPRESENTATIONS AND WARRANTIES OF XXXXXXX. Xxxxxxx represents and warrants to the Company that (a) Xxxxxxx is a corporation duly organized, validly existing and in good standing under the laws of the State of Wisconsin and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder, (b) the execution and delivery of this Agreement by Xxxxxxx and the consummation by Xxxxxxx of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Xxxxxxx and no other corporate proceedings on the part of Xxxxxxx are necessary to authorize this Agreement or any of the transactions contemplated hereby, (c) this Agreement has been duly executed and delivered by Xxxxxxx and constitutes a valid and binding obligation of Xxxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of Company, is enforceable against Xxxxxxx in accordance with its terms.
REPRESENTATIONS AND WARRANTIES OF XXXXXXX. Xxxxxxx represents and ----------------------------------------- warrants to Liberty that: this Agreement has been duly executed and delivered by Xxxxxxx and, assuming the due execution and delivery thereof by Liberty, is a valid and binding obligation of Xxxxxxx, enforceable against him in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity; the execution and delivery of this Agreement and the performance of Xxxxxxx'x obligations hereunder will not conflict with or result in a material breach or violation of (i) any material agreement to which Xxxxxxx is a party or by which he or his property are bound, or (ii) assuming expiration of all applicable waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), without objection to the transactions contemplated hereby by the Department of Justice (the "DOJ") or the Federal Trade Commission (the "FTC"), any applicable law or regulation; except for certain Delaware stockholder suits, there is no action, suit, proceeding or investigation pending or, to the best of Xxxxxxx'x knowledge, threatened against Xxxxxxx, Liberty, Newco, the Company or their respective affiliates relating to the transactions contemplated by this Agreement, including, without limitation, the Acquisition; except for filings under the HSR Act, no consent, approval or authorization of, or any registration, qualification or filing with, any governmental agency or authority or any other person is required in order for Xxxxxxx to execute, deliver and perform his obligations under this Agreement; except as set forth on Schedule II, Xxxxxxx is the record and beneficial owner of the Company Securities listed below his name on Schedule I hereto, such Company Securities have been validly issued, are fully paid and non-assessable, and such Company Securities are free of any liens, claims, charges, security interests, pledges or encumbrances of any kind (other than any of the foregoing created herein or hereby or as a result of applicable state and federal securities laws); and other than as set forth in Schedule I, Xxxxxxx does not beneficially own any Company Securities.
REPRESENTATIONS AND WARRANTIES OF XXXXXXX. Xxxxxxx hereby makes the following representations and warranties to the Target Company, all of which shall survive the Closing:
