Representations and Warranties of MSC. (a) MSC represents and warrants that it is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey, that MSC has full corporate power and authority to enter into this Agreement and perform its obligations hereunder, and that the officer of MSC who executed this Agreement on behalf of MSC is in fact an officer of MSC and has been duly authorized by MSC to execute this Agreement on its behalf.
Representations and Warranties of MSC. Subject to any disclosure made in writing by MSC or its Affiliates to Operator or its Affiliates on or before the date hereof, MSC hereby represents and warrants as follows:
Representations and Warranties of MSC. MSC represents and warrants to LTV Steel and LTV-W that:
Representations and Warranties of MSC. MSC represents and warrants in favor of the Buyer, as of the date of this Agreement and as of the Closing Date, as follows:
Representations and Warranties of MSC. 12 SECTION 2.1 Corporate Organization 12 SECTION 2.2 Authority 12 SECTION 2.3 Capitalization 13 SECTION 2.4 Consents; Permits; Defaults 13 SECTION 2.5 No Conflict 14 SECTION 2.6 Financial Statements 14 SECTION 2.7 Contracts 14 SECTION 2.8 Absence of Certain Changes or Events 15 SECTION 2.9 Absence of Undisclosed Liabilities and Agreements 16 SECTION 2.10 Compliance with Legal Requirements 17 SECTION 2.11 Tax Matters 17 SECTION 2.12 Absence of Questionable Payments 17 SECTION 2.13 Litigation 18 SECTION 2.14 Title to Property 18 SECTION 2.15 Intellectual Property 18 SECTION 2.16 Banks 20 SECTION 2.17 Absence of Certain Business Practices 20
Representations and Warranties of MSC. MSC hereby represents and warrants to the SSRG and the Parent as of the date hereof and as of the Closing Date that:
Representations and Warranties of MSC. MSC represents and warrants to PGTC, as of the date of this Agreement and as of the Closing, as follows:
Representations and Warranties of MSC. MSC and Merger Sub hereby jointly represent and warrant to the Company as of the date hereof and as of the Closing Date that:
Representations and Warranties of MSC. (a)MSC represents and warrants that it is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey, that MSC has full corporate power and authority to enter into this Agreement and perform its obligations hereunder, and that the officer of MSC who executed this Agreement on behalf of MSC is in fact an officer of MSC and has been duly authorized by MSC to execute this Agreement on its behalf. (b)The execution, delivery and performance by MSC of this Agreement have been duly authorized by all necessary action on the part of MSC and no further action or approval is required in order to constitute this Agreement as the valid and binding obligations of MSC, enforceable in accordance with its terms. 7.02 Representations and Warranties of MPM (c)MPM represents and warrants that it is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, that MPM has full corporate power and authority to enter into this Agreement and perform its obligations hereunder, and that the officer of MPM who executed this Agreement on behalf of MPM is in fact an officer of MPM and has been duly authorized by MPM to execute this Agreement on its behalf. (d)The execution, delivery and performance by MPM of this Agreement have been duly authorized by all necessary corporate action on the part of MPM and no further action or approval is required in order to constitute this Agreement as the valid and binding obligations of MPM, enforceable in accordance with its terms. ARTICLE VIII.
