REPRESENTATIONS AND WARRANTIES OF CORNERSTONE. Cornerstone hereby represents and warrants to Shareholder as follows:
REPRESENTATIONS AND WARRANTIES OF CORNERSTONE. (a) Organization, Qualification and Corporate Power
REPRESENTATIONS AND WARRANTIES OF CORNERSTONE. Cornerstone represents and warrants to USIP that the statements contained in this §3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this §3), except as set forth in the “Disclosure Schedule” to be furnished to USIP on or before May 31, 2004. The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this §3.
REPRESENTATIONS AND WARRANTIES OF CORNERSTONE. Cornerstone hereby represents and warrants to each of Deutsche Bank and Xxxxxxxxx Xxxxxx that it has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby to be consummated by Cornerstone. The execution and delivery of this Agreement by Cornerstone have been duly authorized by the Board of Directors of Cornerstone. This Agreement has been duly executed and delivered by Cornerstone and constitutes the legal, valid and binding obligations of it, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity.
REPRESENTATIONS AND WARRANTIES OF CORNERSTONE. Cornerstone represents and warrants to Parent, except as set forth on the Cornerstone Disclosure Memorandum with respect to each such Section below, as follows:
REPRESENTATIONS AND WARRANTIES OF CORNERSTONE. Cornerstone hereby represents and warrants to Apple as follows:
REPRESENTATIONS AND WARRANTIES OF CORNERSTONE. Except as set forth in the letter of even date herewith signed by the Chairman of the Board or the Chief Financial Officer and Executive Vice President of Cornerstone and delivered to Merry Land prior to the execution hereof (the "Cornerstone Disclosure Letter"), Cornerstone and Merger Sub represent and warrant to Merry Land as follows:
REPRESENTATIONS AND WARRANTIES OF CORNERSTONE. Except as specifically set forth in the disclosure letter to this Agreement delivered to Colonial prior to the execution hereof (the "Cornerstone Disclosure Letter") (each section of which qualifies the correspondingly numbered representation and warranty or covenant to the extent specified therein, provided that any disclosure set forth with respect to any particular section shall be deemed to be disclosed in reference to all other applicable sections of this Agreement if the disclosure in respect of the particular section is sufficient on its face without further inquiry reasonably to inform the other parties to this Agreement of the information required to be disclosed in respect of the other sections to avoid a breach under the representation and warranty or covenant corresponding to such other sections), Cornerstone represents and warrants to Colonial and Colonial Merger Sub as follows:
REPRESENTATIONS AND WARRANTIES OF CORNERSTONE. 3.1 Organization, Standing and Power of Cornerstone...........................................................24 3.2 Capital Structure.........................................................................................24 3.3 Authority; Noncontravention; Consents.....................................................................26 3.4 SEC Documents; Financial Statements; Undisclosed Liabilities..............................................27 3.5 Absence of Certain Changes or Events......................................................................28 3.6 Litigation................................................................................................28 3.7 Properties................................................................................................29 3.8
REPRESENTATIONS AND WARRANTIES OF CORNERSTONE. Except as set forth in the Disclosure Schedule delivered by Cornerstone to Summit prior to the execution hereof (the “Cornerstone Disclosure Schedule”), Cornerstone hereby makes the representations and warranties set forth in this Article III to Summit as of the date hereof and as of the Closing Date. For purposes of the representations and warranties of Cornerstone contained herein, disclosure in any section of the Cornerstone Disclosure Schedule of any facts or circumstances shall be deemed to be adequate response and disclosure of such facts or circumstances with respect to all representations or warranties by Cornerstone calling for disclosure of such information, whether or not such disclosure is specifically associated with or purports to respond to one or more of such representations or warranties, if it is reasonably apparent on the face of the Cornerstone Disclosure Schedule that such disclosure is applicable. The inclusion of any information in any section of the Cornerstone Disclosure Schedule or other document delivered by Cornerstone pursuant to this Agreement shall not be deemed to be an admission or evidence of the materiality of such item, nor shall it establish a standard of materiality for any purpose whatsoever. Cornerstone agrees to provide prior to the Closing supplemental Disclosure Schedules reflecting any material changes to the representations and warranties set forth herein between the date of this Agreement and the Closing Date to Summit. Delivery of such Supplemental Disclosure Schedules shall not cure a breach of or modify a representation or warranty.
