Representations and Warranties of SSI. SSI represents and warrants to CISC that:
Representations and Warranties of SSI. SSI represents and warrants that:
Representations and Warranties of SSI. SSI hereby represents and warrants to MSD that: (i) SSI has all requisite authority to enter into and perform its obligations under this Agreement, (ii) the execution and delivery of this Agreement by SSI has been duly authorized by the Board and no further action of the Board or shareholders of SSI is necessary or required for SSI to perform its obligations, (iii) this Agreement constitutes a valid and binding obligation of SSI, enforceable against SSI in accordance with its terms, (iv) neither the execution and delivery of this Agreement by SSI, nor the consummation of the transactions contemplated hereby, will violate, conflict with or constitute a breach of any charter or formation document, agreement, instrument or restriction to which SSI is a party or by which SSI is bound, in each case (A) except as would not adversely affect SSI’s obligations hereunder, (B) subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and (C) subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) and (v) the Board has approved the Acquisition subject to the terms and conditions of this Agreement as set forth in the resolutions of the Board attached hereto as Exhibit A.
Representations and Warranties of SSI. As a material inducement for VASCO to enter into and perform its obligations under this Agreement, SSI hereby represents and warrants to VASCO as follows:
Representations and Warranties of SSI. In consideration of and in order to induce Mesa to enter into this Agreement and to make the Loans to SSI, SSI represents and warrants as of the date hereof as follows:
Representations and Warranties of SSI. SSI hereby represents and warrants to each of HOLL and Acquisition Sub, subject to the exceptions set forth in the Xxxclosure Schedules delivered by SSI to HOLL that:
Representations and Warranties of SSI. SSI hereby represents and warrants to AWI as follows:
Representations and Warranties of SSI. Except as disclosed or excepted in the Schedule of Exceptions (the "Schedule"), which shall state the specific subsection of this Section 4 to which each disclosure or exception is made, SSI represents and warrants to SwingStation LLC as set forth in this Section 4.
Representations and Warranties of SSI. SSI represents and warrants to Rainbow and Sub that the statements contained in this Section 3 are correct and complete as of the date of this Agreement and will be correct and complete in all material respects 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 Section 3), except as set forth in the disclosure schedule accompanying this Agreement and initialed by the Parties (the "Disclosure Schedule"). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 3. With regard to the Belarus Subsidiary, SSI represents and warrants only that SSI has not been subject to any claim of any third party, named as a party in any litigation or received notice of any claim or threatened litigation relating to Belarus Subsidiary or its business or operations, and SSI makes no other representations or warranties of any nature whatsoever with respect to Belarus Subsidiary.
Representations and Warranties of SSI. As of each Exchange ------------------------------------- Date, SSI shall be deemed to have made the following representations and warranties to the Company:
