Representations of Parent. Parent represents and warrants to Merger Sub that as of the date of this Agreement and as of the Effective Time (a) it is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, (b) it has all requisite corporate power and authority to enter into and perform its obligations under this Agreement and Plan of Merger and to execute the Articles of Merger and to perform its obligations thereunder, (c) this Agreement has been duly executed and delivered by Parent, and has been authorized by all necessary corporate action, and constitutes the legal, valid and binding obligations of Parent, enforceable in accordance with its terms, and (d) the execution, delivery and performance of this Agreement does not conflict with any provision of the Articles of Incorporation or Bylaws of Parent.
Representations of Parent. Parent represents and warrants to each Stockholder that:
Representations of Parent. Parent represents and warrants to Sub that as of the date of this Agreement and as of the Effective Time (a) it is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (b) it has all requisite corporate power and authority to enter into and perform its obligations under this Agreement and to execute the Certificate of Merger and to perform its obligations hereunder, (c) this Agreement has been duly executed and delivered by Parent, and has been authorized by all necessary corporate action, and constitutes the legal, valid and binding obligations of Parent, enforceable in accordance with its terms, and (d) the execution, delivery and performance of this Agreement does not conflict with any provision of the Certificate of Incorporation or Bylaws of Parent.
Representations of Parent. Parent hereby represents and warrants to Principal Shareholder that:
Representations of Parent. Parent hereby represents and warrants to the Stockholder as of the date hereof as follows:
Representations of Parent. Parent represents and warrants to the Company that:
Representations of Parent. Parent represents and warrants to Stockholder that (a) Parent has full power and authority to enter into, execute and deliver this Agreement and to perform fully Parent’s obligations hereunder and no permit, authorization, consent or approval from any Person is necessary therefore and (b) this Agreement has been duly executed and delivered by Parent and constitutes the legal, valid and binding obligation of Parent enforceable against Parent in accordance with its terms.
Representations of Parent. To induce the Contributing Parties to enter into this Agreement and consummate the transactions contemplated hereby, Parent represents and warrants such persons as follows:
Representations of Parent. As of the date hereof, Parent represents and warrants to the Company and the Class B Entities that:
Representations of Parent. Parent represents and warrants to Seller as follows:
