REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY. (a) The Company represents and warrants to, and agrees with, the several Underwriters, as of the date hereof and as of the Closing Date and as of each Option Closing Date, if any, as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY. The Company represents and warrants to, and agrees with, the Underwriters, as of the date hereof and as of each Closing Date, as follows:
(a) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware. The Company has the corporate power and authority to own, lease and operate its properties and to conduct its business as currently being carried on and as described in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, and is duly qualified to do business as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership of property or the conduct of business, except where the failure to so qualify or be in good standing would not have or be reasonably likely to result in a material adverse effect upon the business, prospects, properties, operations, condition (financial or otherwise) or results of operations of the Company and its subsidiaries, taken as a whole, or in its ability to perform its obligations under this Agreement (a “Material Adverse Effect”).
(b) Each subsidiary of the Company has been duly incorporated or organized and is validly existing as a corporation or limited liability company in good standing under the laws of the State of Delaware, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as currently being carried on and as described in Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus and is duly qualified to transact business and is in good standing in, each jurisdiction in which such qualification is required, whether by reason of the ownership of property or the conduct of business, except where the failure to so qualify or be in good standing would not have a Material Adverse Effect; and all of the issued and outstanding capital stock of, or other equity interest in each subsidiary has been duly authorized and validly issued, is fully paid (in the case of an interest in a limited liability company, to the extent required under the organizational documents of such subsidiary) and nonassessable (except, in the case of subsidiaries that are limited liability companies, as such nonassessability may be limited by the Delaware Limited Liability Company Act), and is owned by the Company, directly or through subsidiaries, free and ...
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY. The Company represents and warrants to the Trustee, the Certificateholders and the Class C Certificateholders that:
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY. Seller represents and warrants to Buyer that, except as described in the Disclosure Schedule or in the Public Filings:
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY. The Company represents and warrants to the Trustee and the Certificateholders, effective on the Closing Date and each Subsequent Transfer Date, that:
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY. The Company represents and warrants to Buyer as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY. Except as set forth in the letter dated as of the date of this Agreement delivered by the Company to Parent and Merger Sub prior to or in connection with the execution and delivery of this Agreement (the “Company Disclosure Letter”), the Company hereby represents and warrants to Parent and Merger Sub as of the date hereof and as of the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY. AND THE MUI SUBSIDIARIES 13 Section 3.1 Organization and Qualification 13 Section 3.2 Capitalization 13 Section 3.3 Financial Statements 14 Section 3.4 Material Contracts 15 Section 3.5 Absence of Certain Changes 17 Section 3.6 Litigation 17 Section 3.7 Compliance with Applicable Law 17 Section 3.8 Employee Plans 18 Section 3.9 Environmental Matters. 19 Section 3.10 Intellectual Property 20 Section 3.11 Labor Matters 20 Section 3.12 Insurance 21 Section 3.13 Tax Matters 21 Section 3.14 Brokers 23 Section 3.15 Real Property; Personal Property 23 Section 3.16 Transactions with Affiliates 24 Section 3.17 Regulatory Matters. 24 Section 3.18 Exclusivity of Representations and Warranties 24 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER 24 Section 4.1 Organization 25 Section 4.2 Authority 25 Section 4.3 Ownership of the Seller Interest. 25 Section 4.4 Consents and Approvals; No Violations 25 Section 4.5 Brokers. 25 ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER 26 Section 5.1 Organization 26 Section 5.2 Authority 26 Section 5.3 Consents and Approvals; No Violations 26 Section 5.4 Brokers 26 Section 5.5 Financial Capability 26 Section 5.6 Anti-Money Laundering Compliance 27
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY. The Company makes the following representations and warranties to the Trustee and the Certificateholders (to the extent such representations and warranties are stated as being made by it):
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY. In order to induce the Investors to enter into and perform this Agreement and to consummate the transactions contemplated hereby, the Company represents and warrants to the Investor as follows:
