REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDERS. Each Principal Shareholder represents and warrants to Parent and Acquisition Sub with respect to himself or itself only that:
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDERS. Each Principal Shareholder, severally and not jointly, represents and warrants to Parent, Purchaser and the Banks as of the date hereof and as of the closing date for the Merger (the "Closing Date"), as follows:
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDERS. 8 3.1 CAPACITY; AUTHORITY; NO CONSENTS..............................................9 3.2
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDERS. (A) Section 4.1(y) is hereby added to provide in its entirety as follows: "SKYCOMS LIMITED. Each of that certain (i) License Agreement dated as of May 17, 1996 by and between Xxxxxxx-Xxxxxx Associates Limited and SkyComs Limited; (ii) Consultancy and Software Support Agreement dated as of June 1, 1996 by and among Xxxxxxx-Xxxxxx Associates Limited, SkyComs Limited and Sky International Limited; (iii) Shareholders Agreement relating to SkyComs Limited dated as of May 17, 1996 by and among Sky International Limited, Xxxxxxx-Xxxxxx Associates Limited and SkyComs Limited; and (iv) NCC UK Multi Licensee Escrow Agreement dated as of June 7, 1996 (Agreement No. 8060) by and between Xxxxxxx-Xxxxxx Associates and the NCC Ltd. together with the Confirmation Agreement forming Schedule 3 thereto executed by SkyComs Limited as of June 7, 1996 (collectively the "SkyComs Agreements") is valid, binding and enforceable against the respective parties thereto in accordance with their respective terms and is in full force and effect on and as of the date hereof. Following the Merger, the Acquiror as the surviving entity shall become entitled to all rights of SkyNet under the SkyComs Agreements. All parties to all of the SkyComs Agreements have performed all obligations required to be performed to date under such SkyComs Agreements, and neither SkyNet, the Subsidiaries, nor, to the best of their knowledge, any other party, is in default or in arrears under the terms thereof, and no condition exists or event has occurred which, with the giving of notice or lapse of time or both, would constitute a default thereunder. The consummation of this Agreement and the Merger will not result in an impairment or termination of any of the rights of SkyNet or the Subsidiaries under any SkyComs Agreement. None of the terms or provisions of any SkyComs Agreement materially adversely affects the business, prospects, financial condition or results of operations of SkyNet or the Subsidiaries. In addition, that certain Exclusive Perpetual License dated as of on or about May 17, 1996 by and between Xxxxxxx-Xxxxxx Associates and Xxxx Xxxxxxx-Xxxxxx (the "Perpetual License Agreement") is valid, binding and enforceable against the parties thereto in accordance with its terms and is in full force and effect on and as of the date hereof. To the best of SkyNet's knowledge, each of the parties to the Perpetual License Agreement has performed all obligations required to be performed to date thereunder, an...
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDERS. Each of the Principal Shareholders, severally and not jointly, hereby represents and warrants to Parent and Sub, subject to such exceptions as are specifically disclosed in the Disclosure Schedule, on the date hereof and (except where a representation or warranty is made herein as of a specified date) as of the Effective Time, as though made at the Effective Time, as follows:
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDERS. The Principal Shareholders represent and warrant to the Purchaser and the Merger Subsidiary as follows:
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDERS. Each of Mr. Xxxx Xxxxxxxxx Xxx and Xx. Xxx Xxxxx (the “Principal Shareholders”), severally but not jointly, represents and warrants to each Underwriter that:
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDERS. 24 - ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PARENT AND ACQUISITION...............................- 25 - 5.1 Corporate Organization.............................- 25 - 5.2 Authorization......................................- 26 - 5.3 Consents and Approvals; No Violations..............- 26 - 5.4 Capitalization.....................................- 27 - 5.5 SEC Reports and Financial Statements...............- 27 - 5.6 Absence of Certain Changes.........................- 28 - 5.7 Litigation.........................................- 28 - 5.8 Tax Treatment of Merger............................- 28 - 5.9 Disclosure.........................................- 28 - ARTICLE VI CONDUCT OF BUSINESS OF THE COMPANY AND THE PARENT PRIOR TO THE EFFECTIVE TIME......................- 29 - 6.1 Conduct of Business of the Company.................- 29 - 6.2 Conduct of Business of the Parent..................- 30 - 6.3 Conduct of Business of Acquisition.................- 31 - 6.4 Other Negotiations.................................- 31 - (ii)
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDERS. The ------------------------------------------------------------ Principal Shareholders jointly, but not severally, represent and warrant to GBB as follows:
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDERS. As a material inducement to the Parent and the Merger Sub to enter into this Agreement, each Principal Shareholder, individually with respect to himself, herself or itself only, hereby represents and warrants to the Parent and the Merger Sub that, as of the date hereof and as of the Closing Date:
