REPRESENTATIONS AND WARRANTIES OF YAHOO. Yahoo! represents and warrants to the SOFTBANK Entities as follows, as of the date hereof and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF YAHOO. Yahoo represents and warrants to SOFTBANK as follows:
(a) Yahoo has been duly incorporated and is a validly existing corporation in good standing under the laws of the State of California, and has full power and authority to enter into and perform this Agreement.
(b) This Agreement has been duly authorized, executed and delivered by Yahoo and constitutes a valid and binding agreement of Yahoo, enforceable against Yahoo in accordance with its terms.
(c) No consent, approval or authorization of or declaration or filing with any governmental authority or other person or entity on the part of Yahoo is required in connection with the execution or delivery of this Agreement or the consummation of the transactions contemplated hereby.
REPRESENTATIONS AND WARRANTIES OF YAHOO. Yahoo represents and warrants to SOFTBANK as follows:
(a) Yahoo has been duly incorporated and is a validly existing corporation in good standing under the laws of the State of California, and has full power and authority to enter into and perform this Agreement.
REPRESENTATIONS AND WARRANTIES OF YAHOO. Yahoo! hereby represents and warrants to Softbank, at and as of the date of this Agreement and at and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF YAHOO. Yahoo hereby represents and warrants as of the date hereof and as of the Termination Date as follows:
REPRESENTATIONS AND WARRANTIES OF YAHOO. AND MERGER SUB Yahoo! and Merger Sub represent and warrant to xxxxxxxxx.xxx, subject to the exceptions specifically disclosed in writing in the disclosure letter delivered by Yahoo! to xxxxxxxxx.xxx dated as of the date hereof and certified by a duly authorized officer of Yahoo! (the "YAHOO! DISCLOSURE LETTER"), as follows: 3.1
REPRESENTATIONS AND WARRANTIES OF YAHOO. 3.1 Authorization, etc.
REPRESENTATIONS AND WARRANTIES OF YAHOO. Yahoo! hereby represents and warrants to Net2Phone, at and as of the date of this Agreement and at and as of the Closing Date, as follows:
Section 3.1 Organization Yahoo! 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 to own, lease and operate its property and to carry on its business as now being conducted and is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the 3 failure to be so qualified or licensed would be reasonably likely to have a material adverse effect on the business, assets (including intangible assets), liabilities, condition (financial or otherwise), prospects, value, property or results or operations (a "MATERIAL ADVERSE EFFECT") of Yahoo!.
REPRESENTATIONS AND WARRANTIES OF YAHOO. Except as set forth in the disclosure schedule delivered by Yahoo! to Alibaba on or prior to the execution of this Agreement (the “Yahoo! Disclosure Schedule”), Yahoo! represents and warrants to Alibaba as follows:
REPRESENTATIONS AND WARRANTIES OF YAHOO. Yahoo represents and warrants to SOFTBANK as follows: [X] CONFIDENTIAL TREATMENT REQUESTED
(a) Yahoo has been duly incorporated and is a validly existing corporation in good standing under the laws of the State of California, and has full power and authority to enter into and perform this Agreement.
(b) This Agreement has been duly authorized, executed and delivered by Yahoo and constitutes a valid and binding agreement of Yahoo, enforceable against Yahoo in accordance with its terms.
(c) No consent, approval or authorization of or declaration or filing with any governmental authority or other person or entity on the part of Yahoo is required in connection with the execution or delivery of this Agreement or the consummation of the transactions contemplated hereby other than as described in Section 15 hereof.
