THE ACQUIRED COMPANIES. The Sellers hereby severally and not jointly and severally represent and warrant to Buyer and acknowledge and confirm that the Buyer is relying upon the representations and warranties in connection with the purchase by the Buyer of the Target Shares that the statements contained in this ARTICLE III are true, correct and complete as of the date hereof, and will be true, correct and complete as of the Closing Date, except as specified to the contrary in the Sellers’ Disclosure Schedules.
THE ACQUIRED COMPANIES. 5. Eckerd Corporation ("Eckerd") is a corporation organized, existing, and doing business under and by virtue of the laws of the state of Delaware, with its office and principal place of business located at 0000 Xxxxx Xxxxx Road, Largo, Florida 34647.
6. Rite Aid Corporation ("Rite Aid") is a corporation organized, existing, and doing business under and by virtue of the laws of the state of Delaware, with its office and principal place of business located at 00 Xxxxxx Xxxx, Camp Xxxx, Pennsylvania 17011.
7. For purposes of this proceeding, Eckerd and Rite Aid are, and at all times relevant herein have been, engaged in commerce as commerce is defined in Section 1 of the Xxxxxxx Act, as amended, 15 U.S.C. 12, and are corporations whose businesses are in or affecting commerce as commerce is defined in Section 4 of the FTC Act, as amended, 15 U.S.C. 44.
THE ACQUIRED COMPANIES. Seller hereby represents and warrants to Buyer that the following representations and warranties are true and correct as of the date hereof and as of the Closing Date:
THE ACQUIRED COMPANIES. As a material inducement for the Buyer to enter into this Agreement and consummate the transactions contemplated hereby, Seller represents and warrants to the Buyer that each of the following representations and warranties is true and correct as of the date hereof and will be true and correct as of the Closing Date.
THE ACQUIRED COMPANIES. Prior to the Closing Date, Seller will take or cause to be taken all actions necessary or advisable to effectuate the actions described on Attachment E to the Shareholders Agreement and will cause the ownership of the Acquired Companies to be as set forth on Attachment E to the Shareholders Agreement. Without limiting the foregoing, Seller undertakes and agrees to incorporate the Company by on or prior to July 26, 2002 pursuant to Organizational Document the form and substance of which shall have been approved in advance by Buyer. Furthermore, and for the purposes of further clarity, Parties expressly agree that the Seller shall be obligated to ensure at its own cost that, in connection with the actions foreseen in the Attachment E to transfer the Business to the Acquired Companies, all the software and other licenses which relate to, support and/or have been used by the Seller or any of its Subsidiaries in connection with the Business shall have been transferred to the applicable Acquired Company on or before Closing, it being understood that the applicable Acquired Company shall be responsible for the payment of any customary fees which relate to the actual use of such licenses in the operation of the Business after the Closing.
THE ACQUIRED COMPANIES. (a) The Acquired Companies shall include, but not be limited to, the Company and the following wholly owned subsidiaries of the Company:
(i) LXCCOIN (UK limited company no.: 08922734); and
(ii) Prostaker (Malta limited company C 42070).
(b) Sellers hereby represent and warrant that the Company has no other subsidiaries and does not own any equity interests in any other entities except as set forth in Section 1.02(a)(i) and (ii) above.
THE ACQUIRED COMPANIES. Capitalization
(a) Section 4.05(a) of the Seller Disclosure Schedule accurately sets forth the legal name and ownership structure of each of the Acquired Companies, including each holder of the Interests or other equity or ownership interests therein.
(b) Each Acquired Company is a limited liability company or a limited partnership duly formed, validly existing and in good standing under the Laws of the State of Delaware and has the limited liability company or limited partnership power and authority, as applicable, to own and operate its applicable Project and its other material assets and properties and to conduct its business as currently conducted in all material respects. Each Acquired Company is qualified or licensed to do business and is in good standing in the states in which the conduct of its business or locations of its assets and properties makes such qualification necessary, except where failure to be so qualified or be in good standing would not, individually or in the aggregate, reasonably be expected to be material. True and complete copies of the certificate of formation (or comparable documentation) of each Acquired Company and the Company Organizational Documents, in each case as amended and in effect on the date hereof, previously have been made available to Purchaser, and, except as set forth in the definition thereof, there have been no amendments, supplements or modifications of any kind to the Company Organizational Documents.
(c) The equity interests of each Acquired Company (including the Interests) are duly authorized, validly issued and fully paid, and Sellers own the Interests, beneficially and of record, free and clear of all Liens, other than (i) Liens imposed under the Company Organizational Documents, (ii) restrictions on transfer that may be imposed by applicable federal or state securities Laws, (iii) encumbrances that arise solely out of any actions taken by Purchaser or its Affiliates or taken on Purchaser’s behalf by Purchaser’s Representatives or Lenders or by any other Person at the request of Purchaser or its Affiliates, (iv) such other Liens as will be discharged in full prior to or at the Closing and (v) as of the date of this Agreement and, solely in the event that the Credit Agreement Amendments are delivered at Closing as set forth in Section 6.11(a), as of the Closing, Liens imposed under the Credit Agreement. The Interests represent all of the authorized, issued and outstanding membership interests in the Com...
THE ACQUIRED COMPANIES. Prior to the Closing Date, Seller will take or cause to be taken all actions necessary or advisable to effectuate the actions described on Attachment E to the Members' Agreement and will cause the ownership of the Acquired Companies to be as set forth on Attachment E to the Members' Agreement.
THE ACQUIRED COMPANIES. Capitalization
(a) Section 4.05(a) of the Sellers Disclosure Schedule sets forth a true and complete list of the Acquired Companies and, with respect to each Acquired Company, (a) its legal name and jurisdiction of organization, (b) its form of organization and (c) the number of issued and outstanding Equity Interests thereof and the owner of such issued and outstanding Equity Interests.
(b) Section 4.05(b) of the Sellers Disclosure Schedule sets forth a true and complete list of the subsidiaries of the Acquired Companies and, with respect to each subsidiary, (a) its legal name and jurisdiction of organization, (b) its form of organization and (c) the number of issued and outstanding Equity Interests thereof and the owner of such issued and outstanding Equity Interests. Other than as set forth on Section 4.05(b) of the Sellers Disclosure Schedule, none of the Acquired Companies (i) have any subsidiaries, or (ii) owns, directly or indirectly, any Equity Interests in any Person.
(c) Except for this Agreement, there are no Rights or Contracts to which Sellers or any Acquired Company is a party or by which it is bound (a) obligating it to issue, sell, transfer or otherwise dispose of, or cause to be issued, sold, transferred or otherwise disposed of, any Equity Interests in any Acquired Company or (b) obligating such Acquired Company to issue or grant a Right. There are no Liabilities for, or obligations with respect to, any dividends, distributions or similar participation interests declared or accumulated but unpaid with respect to any of the Interests.
(d) The Equity Interests of the Acquired Companies reflected as directly owned by LA Gen Seller or South Central Seller or another Acquired Company, (i) are duly authorized, validly issued, fully paid and nonassessable, (ii) were issued in compliance with Applicable Laws and the Acquired Companies Organizational Documents, and not in violation of the preemptive rights or other rights of any other Person and (iii) are owned free and clear of all Liens (other than Liens arising under the Acquired Companies Organizational Documents and applicable securities Laws, encumbrances that arise solely out of any actions taken by Purchasers or their Affiliates or taken on Purchasers’ behalf by Purchasers’ Representatives or by any other Person at the request of Purchasers or their Affiliates and such other Liens as will be discharged in full prior to or at the Closing). The South Central Interests represent all of the au...
THE ACQUIRED COMPANIES. Seller hereby represents and warrants to Buyer as of the date of this Agreement that:
