REPRESENTATIONS AND WARRANTIES OF GALAXY. Except as disclosed in the Galaxy SEC Documents or in the disclosure schedule delivered by Galaxy to Mars prior to the execution of this Agreement and attached hereto (the “Galaxy Disclosure Schedule”), Galaxy represents and warrants to Mars, Holdco and the Merger Subs as follows:
REPRESENTATIONS AND WARRANTIES OF GALAXY. Section 3.1 Qualification, Organization, Subsidiaries, etc. 14 Section 3.2 Capital Stock 16 Section 3.3 Corporate Authority Relative to This Agreement; No Violation 17 Section 3.4 Reports and Financial Statements 18 Section 3.5 Internal Controls and Procedures 18 Section 3.6 No Undisclosed Liabilities 19 Section 3.7 Compliance with Law; Permits 19 Section 3.8 Employee Benefit Plans 19 Section 3.9 Absence of Certain Changes or Events 22 Section 3.10 Investigations; Litigation 22 Section 3.11 Disclosure Documents 22 Section 3.12 Rights Plan 23 Section 3.13 Tax Matters 23 Section 3.14 Labor Matters 24 Section 3.15 Intellectual Property 24 Section 3.16 Real Property 25 Section 3.17 Opinion of Financial Advisor 25 Section 3.18 Required Vote of the Galaxy Stockholders 25 Section 3.19 Contracts 25 Section 3.20 Finders or Brokers 26 Section 3.21 State Takeover Statutes 26 Section 3.22 Insurance 27 Section 3.23 Environmental Matters 27 Section 3.24 Transactions with Affiliates 28 Section 3.25 Tax Qualification 28 Section 3.26 No Additional Representations 28 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF MARS, HOLDCO AND THE MERGER SUBS Section 4.1 Qualification, Organization, Subsidiaries, etc. 29
REPRESENTATIONS AND WARRANTIES OF GALAXY. As a material inducement to Rentrak and Mortco to enter into this Agreement, Galaxy makes the following representations and warranties to Rentrak and Mortco:
REPRESENTATIONS AND WARRANTIES OF GALAXY. Galaxy hereby represents and warrant to TMAX and Emanuel as follows:
REPRESENTATIONS AND WARRANTIES OF GALAXY. Galaxy represents and warrants to Destiny that: Galaxy is a corporation duly organized, validly existing and in good standing under the laws of the People's Republic of China and has the requisite corporate power and authority to own, lease and to carry on its business as now being conducted. Galaxy is duly qualified to do business and is in good standing as a foreign corporation in each of the jurisdictions in which Galaxy owns property, leases property, does business, or is otherwise required to do so, where the failure to be so qualified would have a material adverse effect on the business of Galaxy taken as a whole. To the best knowledge of Galaxy, there is no basis for and there is no action, suit, judgment, claim, demand or proceeding outstanding or pending, or threatened against or affecting Galaxy or which involves any of the business, or the properties or assets of Galaxy that, if adversely resolved or determined, would have a material adverse effect on the business, operations, assets, properties, prospects, or conditions of Galaxy taken as a whole (an "Galaxy Material Adverse Effect"). There is no reasonable basis for any claim or action that, based upon the likelihood of its being asserted and its success if asserted, would have such a Galaxy Material Adverse Effect. Galaxy has all requisite corporate power and authority to execute and deliver this LOI and any other document contemplated by this LOI (collectively, the "Galaxy Documents") to be signed by Galaxy and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of each of the Galaxy Documents by Galaxy and the consummation by Galaxy of the transactions contemplated hereby have been duly authorized by its board of directors and no other corporate or shareholder proceedings on the part of Galaxy is necessary to authorize such documents or to consummate the transactions contemplated hereby. This LOI has been, and the other Galaxy Documents when executed and delivered by Galaxy as contemplated by this LOI will be, duly executed and delivered by Galaxy and this LOI is, and the other Galaxy Documents when executed and delivered by Galaxy, as contemplated hereby will be, valid and binding obligations of Galaxy enforceable in accordance with their respective terms, except: as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights gen...
REPRESENTATIONS AND WARRANTIES OF GALAXY. Galaxy severally and not jointly makes the representations set forth below with respect to Galaxy and/or its Subsidiaries. TOIC severally and not jointly makes the representations set forth below with respect to TOIC and/or its Subsidiaries. All of the representations and warranties of the parties shall survive the Closing in accordance with Section 11.4.
REPRESENTATIONS AND WARRANTIES OF GALAXY. Galaxy hereby represents and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF GALAXY. Galaxy hereby represents and warrants to Seller as follows:
REPRESENTATIONS AND WARRANTIES OF GALAXY. 2.1 Galaxy hereby represents and warrants that, as of the date of execution of this agreement, the entering into and execution of this agreement has been duly authorized by all necessary corporate proceedings of Galaxy.
REPRESENTATIONS AND WARRANTIES OF GALAXY. Except as expressly set forth and specifically identified by the section number of this Agreement in the schedule delivered by GALAXY to PANNONIAN contemporaneously with the execution of this Agreement (the "GALAXY DISCLOSURE Schedule"), GALAXY represents, warrants, and covenants to PANNONIAN as follows:
