REPRESENTATIONS AND WARRANTIES OF DYNAMIC. Dynamic hereby represents and warrants to Buccaneer that (a) Dynamic is a corporation validly existing and in good standing under the laws of the State of Minnesota, (b) Dynamic has approved this Agreement and the transactions contemplated hereby to the extent required by applicable law, (c) no consent of any person is required in order for Dynamic to consummate the transactions contemplated by this Agreement, other than those contemplated by this Agreement, (d) this Agreement contains the valid and binding obligations of Dynamic and is enforceable in accordance with the terms and conditions hereof, (e) since January 13, 2006, Dynamic has taken no action that has caused or may cause a default under the Funding Agreement, nor has Dynamic granted any security interest in or otherwise encumbered the Funding Agreement.
REPRESENTATIONS AND WARRANTIES OF DYNAMIC. 12 5.1 Organization, Qualification and Authority 12 5.2 Capitalization and Stock Ownership 13 5.3 Absence of Default 14 5.4 Operations Since December 31, 1997 14 5.5 Licenses 15 5.6 Medicare, Medicaid and Other Third-Party Payors 15 5.7 Contracts 15 5.8 Environmental Matters 16 5.9 Litigation 16 5.10 Employees 17 5.11 Insurance 17 5.12 Broker's or Finder's Fee 17 5.13 Conflicts of Interest 17 5.14 Employee Benefit Plans 18 5.15 Compliance with Healthcare and Other Laws 18 5.16 WARN Act 18 5.17 Tax Returns; Taxes 18 5.18 Tax Reorganization 19 5.19 Title to and Conditions of Assets 19 5.20 SEC Information 19 5.21 Absence of Appraisal Rights 20 5.22 No Omissions or Misstatements 20
REPRESENTATIONS AND WARRANTIES OF DYNAMIC. As an inducement to ACS2 and Advanced to enter into this Agreement and to consummate the transactions contemplated hereunder, Dynamic hereby represents and warrants to ACS2 and Advanced, which representations and warranties will be true and correct on the date of Closing, as follows. Any representation, warranty or covenant of or relating to Dynamic is hereby deemed to also be a representation, warranty or covenant of or relating to any and all of the Dynamic Subsidiaries (as defined in Section 5.1), and the LLC, as applicable.
REPRESENTATIONS AND WARRANTIES OF DYNAMIC. 9 Section 5.1 Organization, etc. 9 Section 5.2 Due Authorization, Non-Contravention, Defaults etc. 9 Section 5.3 Government Approval, Regulation, etc. 10 Section 5.4 Validity, etc. 10 Section 5.5 Financial Statements 10 Section 5.6 No Material Adverse Change 10 Section 5.7 Litigation, Labor Controversies, etc. 10 Section 5.8 Subsidiaries 11 Section 5.9 Ownership of Properties, Etc. 11 Section 5.10 Taxes 11 Section 5.11 ERISA; Pension and Welfare Plans 12 Section 5.12 Environmental Warranties 12 Section 5.13 Labor Matters 13 Section 5.14 Compliance with Laws 13 Section 5.15 Material Contracts 13 Section 5.16 Insurance 14 Section 5.17 Maintenance of Properties 14
REPRESENTATIONS AND WARRANTIES OF DYNAMIC. As of the date hereof, Dynamic makes the following representations and warranties to the Superior Parties:
REPRESENTATIONS AND WARRANTIES OF DYNAMIC. As an inducement Tele-Lawyer to enter into this Agreement and to consummate the Merger, and as an inducement to the Original Tele- Lawyer Stockholders to approve of and consummate the Merger, Dynamic hereby represents and warrants to each such party, which representations and warranties will be true and correct at Closing, as follows. Any representation, warranty or covenant of or relating to Dynamic is hereby deemed to also be a representation, warranty or covenant of or relating to any and all of the Dynamic Subsidiaries (as defined in Section 4.1).
REPRESENTATIONS AND WARRANTIES OF DYNAMIC. Dynamic, to the best of its knowledge, hereby represents and warrants to DynEco as follows, with any exceptions thereto being denoted on the applicable schedule to this Agreement:
REPRESENTATIONS AND WARRANTIES OF DYNAMIC. Dynamic hereby represents and warrants, to GBH as follows:
REPRESENTATIONS AND WARRANTIES OF DYNAMIC. All representations and warranties made by Dynamic in this Agreement shall be true and correct on and as of the Closing Date as if again made by Dynamic on and as of such date.
REPRESENTATIONS AND WARRANTIES OF DYNAMIC. 6.1 Dynamic hereby represents and warrants to DAA and Marathon, and acknowledges that DAA and Marathon is entering into this Agreement in reliance thereon, as follows:
