Representations and Warranties Regarding the Company Sample Clauses
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Representations and Warranties Regarding the Company. AND THE MUI SUBSIDIARIES 13 Section 3.1 Organization and Qualification 13 Section 3.2 Capitalization 13 Section 3.3 Financial Statements 14 Section 3.4 Material Contracts 15 Section 3.5 Absence of Certain Changes 17 Section 3.6 Litigation 17 Section 3.7 Compliance with Applicable Law 17 Section 3.8 Employee Plans 18 Section 3.9 Environmental Matters. 19 Section 3.10 Intellectual Property 20 Section 3.11 Labor Matters 20 Section 3.12 Insurance 21 Section 3.13 Tax Matters 21 Section 3.14 Brokers 23 Section 3.15 Real Property; Personal Property 23 Section 3.16 Transactions with Affiliates 24 Section 3.17 Regulatory Matters. 24 Section 3.18 Exclusivity of Representations and Warranties 24 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER 24 Section 4.1 Organization 25 Section 4.2 Authority 25 Section 4.3 Ownership of the Seller Interest. 25 Section 4.4 Consents and Approvals; No Violations 25 Section 4.5 Brokers. 25 ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER 26 Section 5.1 Organization 26 Section 5.2 Authority 26 Section 5.3 Consents and Approvals; No Violations 26 Section 5.4 Brokers 26 Section 5.5 Financial Capability 26 Section 5.6 Anti-Money Laundering Compliance 27
Representations and Warranties Regarding the Company. (a) The Company represents and warrants to, and agrees with, the several Underwriters, as of the date hereof and as of the Closing Date and as of each Option Closing Date, if any, as follows:
Representations and Warranties Regarding the Company. (a) The Company represents and warrants to and agrees with the Underwriters, except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, as follows:
(i) Each of the Company and its Subsidiary (as hereinafter defined) has been duly organized and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation. Each of the Company and its Subsidiary has the corporate power and authority to own its properties and conduct its business as currently being carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which it owns or leases real property or in which the conduct of its business makes such qualification necessary and in which the failure to so qualify would have or is reasonably likely to result in a material adverse effect upon the business, prospects, properties, operations, condition (financial or otherwise) or results of operations of the Company and its Subsidiary, taken as a whole, or in its ability to perform its obligations under this Agreement, the Warrant Agreement (as hereinafter defined), the Warrants and the Underwriters’ Warrant (“Material Adverse Effect”).
(ii) The Company has the power and authority to enter into this Agreement and a warrant agreement (the “Warrant Agreement”) to be entered into between the Company and VCorp. LLC, as agent in respect of the Warrants, to perform its obligations hereunder and thereunder and to authorize, issue and sell the Securities as contemplated by this Agreement. This Agreement and the Warrant Agreement have each been duly authorized, executed and delivered by the Company, and constitute a valid, legal and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity.
(iii) The execution, delivery and performance of this Agreement the Warrant Agreement, the Warrants and the Underwriters’ Warrant and the consummation of the transactions contemplated hereby and thereby will not (A) result in a breach or violation of any of the terms and provisions of, or...
Representations and Warranties Regarding the Company. (a) The Company represents and warrants to and agrees with, Wellington, except as set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, as follows:
(i) The Company and each of its subsidiaries have been duly organized and each is validly existing as a corporation in good standing under the laws of its respective jurisdiction of incorporation, the Company and each of its subsidiaries has the corporate power and authority to own its properties and conduct its business as currently being carried on and as described in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, and is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which it owns or leases real property or in which the conduct of its business makes such qualification necessary and in which the failure to so qualify would have or would likely result in a material adverse effect upon the business, prospects, properties, operations, condition (financial or otherwise) or results of operations of the Company and its subsidiaries, taken as a whole, or in its ability to perform its obligations under this Agreement (“Material Adverse Effect”).
(ii) The Company has the power and authority to enter into this Agreement. This Agreement has been duly authorized, executed and delivered by the Company, and constitutes a valid, legal and binding obligation of the Company, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity.
(iii) The execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated will not (x) result in a breach or violation of any of the material terms and provisions of, or constitute a default under, any law, rule or regulation to which the Company or any subsidiary is subject, or by which any property or asset of the Company or any subsidiary is bound or affected, (y) conflict with, result in any violation or breach of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation (with or without notice, lapse of ti...
Representations and Warranties Regarding the Company. The Company represents and warrants to the Trustee, the Certificateholders and the Class C Certificateholders that:
Representations and Warranties Regarding the Company. The Company represents and warrants to the Trustee and the Certificateholders, effective on the Closing Date and each Subsequent Transfer Date, that:
Representations and Warranties Regarding the Company. The Company represents and warrants to Buyer as follows:
Representations and Warranties Regarding the Company. Except as set forth in the letter dated as of the date of this Agreement delivered by the Company to Parent and Merger Sub prior to or in connection with the execution and delivery of this Agreement (the “Company Disclosure Letter”), the Company hereby represents and warrants to Parent and Merger Sub as of the date hereof and as of the Closing Date as follows:
Representations and Warranties Regarding the Company. (a) The Company represents and warrants to and agrees with, the several Underwriters, as of the date hereof and as of the Closing Date (as defined in Section 4(c) below), except as set forth in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, as follows:
(i) Each of the Company and its subsidiaries has been duly organized and is validly existing as a corporation or other entity in good standing under the laws of its jurisdiction of organization. Each of the Company and its subsidiaries has the power and authority (corporate or otherwise) to own its properties and conduct its business as currently being carried on and as described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and is duly qualified to do business as a foreign corporation or other entity in good standing in each jurisdiction in which it owns or leases real property or in which the conduct of its business makes such qualification necessary and in which the failure to so qualify would have or is reasonably likely to result in a material adverse effect upon the business, prospects, properties, operations, condition (financial or otherwise) or results of operations of the Company and its subsidiaries, taken as a whole, or in its ability to perform its obligations under this Agreement (“Material Adverse Effect”). Except for those of the Company’s subsidiaries set forth on Schedule III attached hereto, none of the Company’s subsidiaries is a “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act).
(ii) The Company has the power and authority to enter into this Agreement and the Warrants and to authorize, issue and sell the Securities as contemplated by this Agreement. Each of this Agreement and the Warrants has been duly authorized, executed and delivered by the Company, and constitutes a valid, legal and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity.
(iii) The execution, delivery and performance of this Agreement and the Warrants and the consummation of the transactions herein contemplated will not (A) result in a breach or violat...
Representations and Warranties Regarding the Company. Except as set forth in the Company Disclosure Schedules, Seller hereby represents and warrants to Buyer as follows: