Representations, Warranties and Covenants of the Members. Each Member, severally but not jointly, represents, warrants, and with respect to clauses (f) and (g) below, covenants to the Company and each other Member with respect to itself only, that: (I) (x) the following statements are true and correct as of, with respect to the Member, the Effective Date, (y) the following statements are true and correct as of, with respect to any other Person hereafter admitted as a Member pursuant to this Agreement, the date such Person is so admitted as a Member, and (II) with respect to clauses (f) and (g) below, shall be true and correct at all times that such Person is a Member:
Representations, Warranties and Covenants of the Members. As a material inducement to Parent and Merger Sub to enter into this Agreement, and to consummate the Transactions, except as set forth on the correspondingly numbered section or subsection of the disclosure schedules delivered by the Members to Parent concurrently with the execution and delivery of this Agreement (the “Member Disclosure Schedules”) (it being agreed that the disclosure of any item in one section or subsection thereof shall be deemed included on any other section or subsection, and to modify each other representation and warranty (even if such representation and warranty does not reference the Member Schedules) to which the relevance of such item is reasonably apparent on its face), each of the Members severally, and not jointly, represents and warrants to Parent and Merger Sub, with respect only to such Member, as of the date hereof and as of the Closing Date, as follows:
Representations, Warranties and Covenants of the Members. Each Member, by executing this Dividend Agreement, does hereby make the following representations, warranties, and covenants to the Company and to each other Member:
Representations, Warranties and Covenants of the Members. (a) Each Member represents and warrants to the other Members as follows:
Representations, Warranties and Covenants of the Members. To induce the other Member to enter into this Agreement, each Member hereby represents, warrants and covenants as follows to the Company and to the other Member:
Representations, Warranties and Covenants of the Members. Each Member hereby represents, warrants and covenants to the Company and each other Member that the following statements are true and correct as of the date hereof and shall be true and correct at all times that such Member is a Member:
Representations, Warranties and Covenants of the Members. 32 SECTION 14.1 REPRESENTATIONS..........................................32 SECTION 14.2 CONFIDENTIALITY..........................................32 ARTICLE XV MISCELLANEOUS..............................................33 SECTION 15.1 AMENDMENTS...............................................33 SECTION 15.2 NOTICES..................................................33 SECTION 15.3 FAILURE TO PURSUE REMEDIES...............................34 SECTION 15.4 CUMULATIVE REMEDIES......................................34 SECTION 15.5 BINDING EFFECT...........................................34 SECTION 15.6 INTERPRETATION...........................................34 SECTION 15.7 SEVERABILITY.............................................34 SECTION 15.8 COUNTERPARTS.............................................34 SECTION 15.9 INTEGRATION..............................................34 SECTION 15.10 GOVERNING LAW...........................................34 SECTION 15.11 CONSENT TO JURISDICTION AND FORUM SELECTION.............34 SECTION 15.12 ATTORNEYS' FEES.........................................35 LIMITED LIABILITY COMPANY AGREEMENT OF TMCT, LLC This Limited Liability Company Agreement of TMCT, LLC (the "Company") is made as of August 8, 1997 (this "Agreement"), by and among The Times Mirror Company, a Delaware corporation ("TMC"), Candle Holdings Corporation, a Delaware corporation ("Sub 1"), Fortify Holdings Corporation, a Delaware corporation ("Sub 2"), Mattxxx Xxxxxx & Xompany, Incorporated, a New York corporation, Mosbx-Xxxr Book, Inc., a Missouri corporation, Newsday, Inc., a New York corporation, The Hartford Courant Company, a Connecticut corporation, and The Baltimore Sun Company, a Maryland corporation (collectively, with TMC, Sub 1 and Sub 2, the "TMC Members"), Chanxxxx Xxxst No. 1 ("Trust 1") and Chanxxxx Xxxst No. 2 ("Trust 2"), as Members of the Company.
Representations, Warranties and Covenants of the Members. Each Member hereby represents, warrants and covenants to the Company and the other Member that:
Representations, Warranties and Covenants of the Members. The Members, jointly and severally, hereby represent and warrant to USO and agree, as of the Closing Date, as follows (when a representation or warranty is made "to the best of the Members' knowledge" such phrase shall mean the actual knowledge of the Members after reasonable investigation):
Representations, Warranties and Covenants of the Members. (a) CalPERS hereby represents and warrants to BPOP that the following are true and correct as of the date hereof:
