Warranties of Company. The Company hereby represents and warrants that:
(a) The issuance of the Shares to the Subscriber upon the terms and conditions set forth herein has been authorized by all requisite corporate action;
(b) The Company is a corporation validly formed and existing in good standing as of the date hereof in the State of Delaware; and
(c) Upon acceptance of this Agreement and delivery to the Subscriber of the stock certificate(s) representing the Shares, such Shares shall be validly issued, fully paid, and nonassessable.
Warranties of Company. Subject to the qualifications set forth therein, each of the representations and warranties given by Company to Seller in the Acquisition Agreement is true and correct in all material respects as of the date hereof and will be true and correct in all material respects as of the Closing Date.
Warranties of Company. The Company hereby represents and warrants that:
(a) The issuance of the Warrants to the Undersigned upon the terms and conditions set forth herein has been authorized by all requisite corporate action;
(b) The Company is a corporation validly formed and existing in good standing as of the date hereof in Nevada; and
Warranties of Company. Company hereby warrants, represents, and covenants to Customer that use of the Network does not violate any laws or regulations, or infringe upon or misappropriate any Intellectual Property or proprietary rights of any third party, including, without limitation, copyright, trademark, rights of publicity or privacy, and defamation laws, other than any violations that may result from Customer or any other customer or third party.
Warranties of Company. Company hereby represents and warrants as follows:
(a) The Board of Directors of Company has authorized the execution and delivery of this Agreement by the officers of Company executing same;
(b) The Board of Directors of Company has reserved for issuance, during the period the option specified herein is exercisable, such number of shares of Stock of Company as shall be necessary for full exercise of the option specified in this Agreement and shall take such steps as are necessary to cause there to be authorized shares available for the issuance of the Stock in the event that the option is exercised; and
(c) Any shares of Stock of Company issued and delivered pursuant to the exercise of the option specified herein shall be validly issued, fully paid and non assessable.
Warranties of Company. Subject to the qualifications set forth therein or in the schedules thereto, each of the representations and warranties given by each of Company, First Merger Sub and Second Merger Sub to WGII in the Merger Agreement (i) that does not contain a materiality qualification is true and correct in all material respects on and as of each date when made pursuant to the Merger Agreement; and (ii) that contains a materiality qualification is true and correct on and as of each date when made pursuant to the Merger Agreement.
Warranties of Company. Subject to the qualifications set forth therein, each of the representations and warranties given by Company to H&F in the Recapitalization Agreement is true and correct in all material respects as of the date hereof and will be true and correct in all material respects as of the Closing Date.
Warranties of Company. Subject to the qualifications set forth therein, each of the representations and warranties given by Holdings and Merger Sub to FTD in the Merger Agreement is true and correct in all material respects as of the date hereof and will be true and correct in all material respects as of the Closing Date.
Warranties of Company. Subject to the qualifications set forth therein, each of the representations and warranties given by UK Bidco to the Vendors (as defined in the Acquisition Agreement) in the Acquisition Agreement is true and correct in all material respects as of the date hereof and will be true and correct in all material respects as of the Closing Date.
Warranties of Company. (i) Except to the extent otherwise set forth herein or in the schedules hereto, each of the representations and warranties given by Company in the Recapitalization Agreement is true and correct in all material respects as of the Closing Date (or as of any earlier date to which such representation and warranty specifically relates) and will be true and correct in all material respects as of the Closing Date (or as of such earlier date, as the case may be), in each case subject to the qualifications set forth in the schedules to the Recapitalization Agreement.
(ii) Except to the extent otherwise set forth herein or in the schedules hereto, each of the representations and warranties given by Company in the Anagram Acquisition Agreement is true and correct in all material respects as of the date hereof (or as of any earlier date to which such representation and warranty specifically relates) and will be true and correct in all material respects as of the Restatement Effective Date (or as of such earlier date, as the case may be), in each case subject to the qualifications set forth in the schedules to the Anagram Acquisition Agreement.
