Representations and Warranties of American Sample Clauses
Representations and Warranties of American. Except as set forth with respect to specifically identified representations and warranties in the American Disclosure Schedule or as otherwise contemplated by this Agreement, American hereby represents and warrants to Mergeparty and Mergeparty Subsidiary as follows:
Representations and Warranties of American. Subject to and giving effect to Sections 3.1 and 3.2, American hereby represents and warrants to MainStreet as follows:
Representations and Warranties of American. American hereby represents and warrants to American Tower and CBS as follows:
Representations and Warranties of American. American represents, warrants and covenants to, and agrees with, the Company as follows:
Representations and Warranties of American. As an ------------------------------------------ inducement to Participant to enter into this Agreement, American represents and warrants to Participant as follows:
Representations and Warranties of American. As an inducement to FNB to enter into this Agreement and to consummate the transactions contemplated hereby, American represents, warrants, covenants and agrees as follows:
Representations and Warranties of American. (a) American is a corporation duly organized under the laws the State of California, validly existing and authorized to exercise all its corporate powers, rights and privileges;
(b) American has the corporate power and authority to own and operate its properties and to carry on its business as now conducted;
(c) American has all requisite legal and corporate power to execute and deliver this Agreement;
(d) All corporate actions on the part of American necessary for the authorization, execution, delivery and performance of all obligations under this Agreement have been taken and this Agreement constitutes a valid obligation of American.
(e) American is a non-reporting corporation within the meaning of the Securities Exchange Act of 1934.
(f) There is no action, proceeding or investigation pending or threatening or any basis thereof known to American to question the validity of this Agreement or the accuracy of the representations and warranties contained herein.
(g) The authorized capital stock of American consists of 10,000,000 shares of common stock, of which 997,500 shares are issued and outstanding as of the date of this Agreement. Except as contemplated in this Agreement, there are no other securities, options, warrants, or other rights to purchase any securities of American outstanding. All outstanding securities of American are duly and validly issued, fully paid and non-assessable.
Representations and Warranties of American. American represents and warrants as of the Closing Date as follows:
Representations and Warranties of American. Subject to Sections 3.1 and 3.2, American hereby represents and warrants to Community First as follows:
Representations and Warranties of American. American represents and warrants that:
(a) (i) it is an "air carrier" within the meaning of the Transportation Code operating under certificates issued pursuant to such Code (49 U.S.C. ss.ss.41101-41112), and (ii) its exact legal name (as such terms is defined in the Uniform Commercial Code), type of organization, jurisdiction of organization or organizational identification number are correctly set forth on Schedule 2;
(b) it holds title to all the Aircraft, free and clear of all Liens except the Lien of this Security Agreement and Permitted Liens;
(c) the execution, delivery and performance by American of this Security Agreement have been duly authorized by all necessary corporate action on the part of American, do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of American, except such as have been duly obtained and are in full force and effect, and do not and will not contravene any current law, governmental rule, regulation, judgment or order binding on American or the Certificate of Incorporation or By-Laws of American or contravene or result in a breach of, or constitute a default under, or result in the creation of any Lien upon the property of American under, any indenture, mortgage, contract or other agreement to which American is a party or by which it or its properties may be bound or affected;
(d) neither the execution and delivery by American of this Security Agreement, nor the performance of its obligations hereunder, nor the consummation by American of any of the transactions contemplated hereby, requires the consent or approval of, the giving of notice to, or the registration with, or the taking of any other action in respect of, the Department of Transportation, the FAA, or any other Federal, state or foreign governmental authority having jurisdiction, except for (i) the filings referred to in Section 4.01(f) and (ii) the filing of Uniform Commercial Code financing statements with respect to the Cash Collateral Account;
(e) this Security Agreement has been duly executed and delivered by American and constitutes a legal, valid and binding obligation of American enforceable against American in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity and except as limited by applicable laws which may affect the r...