REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser represent and warrant to the Stockholders that:
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Each of Parent and Purchaser hereby severally but not jointly represents and warrants to the Stockholder as to itself as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent ------------------------------------------------------ and Purchaser, jointly and severally, represent and warrant to Shareholder as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. As an inducement to the Company to enter into this Agreement, Parent and Purchaser hereby, jointly and severally, represent and warrant to the Company that:
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Each of Parent and Purchaser represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. 10 SECTION 3.1 Corporate Organization .................................... 10 SECTION 3.2 Authority Relative to This Agreement ...................... 10 SECTION 3.3 No Conflict; Required Filings and Consents ................ 10 SECTION 3.4 Brokers ................................................... 11 SECTION 3.5 Funds ..................................................... 11 ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser hereby represent and warrant to each Stockholder as of the date of this Agreement as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser hereby, jointly and severally, represent and warrant to the Company that except as set forth in the disclosure schedule delivered by the Parent and Purchaser to the Company at or prior to the date of execution of this Agreement (the "Parent Disclosure Schedule") where the relevance of such disclosure to the applicable representation and warranty is reasonably evident from the nature of the disclosure:
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and Purchaser represent and warrant to Stockholder as follows:
(a) Each of Parent and Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the state of New York, in the case of Parent, and Delaware, in the case of Purchaser, and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. Each of Parent and Purchaser is duly qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.
(b) Each of Parent and Purchaser has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Offer and the Merger. The execution and delivery of this Agreement and by each of Parent and Purchaser, as applicable, and the consummation by Parent and Purchaser of the transactions contemplated hereby, including the Offer and the Merger, have been duly and validly authorized by all necessary corporation action, and no other corporate proceedings on the part of Parent or Purchaser and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly authorized and validly executed and delivered by Parent and Purchaser, and assuming due authorization, execution and delivery by the Stockholder, constitutes a legal, valid and binding obligation of Parent and Purchaser, enforceable against Parent and Purchaser in accordance with its terms except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c) The execution, delivery and performance by each of Parent and Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conf...
