Common use of REPRESENTATIONS AND WARRANTIES OF SIGNAL Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF SIGNAL. The Merger Agreement contains various representations and warranties of Signal, including with respect to: (i) the organization, corporate powers and qualifications of Signal and its subsidiaries; (ii) the capitalization of Signal and its subsidiaries; (iii) the due and valid authorization of the execution and delivery of the Merger Agreement and the consummation of the transactions contemplated thereby by all necessary corporate action on the part of Signal; (iv) the absence of conflicts, violations or breaches of law or agreements resulting from the execution, delivery and performance by Signal of the Merger Agreement; (v) the possession by Signal and its subsidiaries of necessary permits and their compliance with law; (vi) the accuracy of the documents filed by Signal with the SEC; (vii) Signal's financial statements and its financial condition and the absence of material undisclosed liabilities; (viii) the absence of certain changes or events since December 31, 2002, including that there has been no material adverse change with respect to Signal and its subsidiaries, taken as a whole; (ix) the absence of certain litigation involving Signal and its subsidiaries; (x) Signal's employee benefit plans; (xi) certain labor matters; (xii) real and personal property owned or leased by Signal or any of its subsidiaries; (xiii) patents, trademarks and other intellectual property of Signal and its subsidiaries; (xiv) tax matters regarding Signal and its subsidiaries; (xv) environmental matters affecting Signal or any of its subsidiaries or their respective properties; (xvi) contracts to which Signal or any of its subsidiaries is a party; (xvii) the Financial Advisor Opinion received by the Board of Directors of Signal from Wachovia; (xviii) the inapplicability of state takeover statutes; (xix) the vote of Signal stockholders required to approve the Merger, if any; (xx) the absence of brokerage or finders' fees or commissions payable in connection with the Merger Agreement and the transactions contemplated thereby (other than with respect to fees payable to Wachovia and ▇▇▇▇▇▇▇ & Co., Inc.); (xxi) certain of Signal's customers; (xxii) the absence of certain payments by Signal or its subsidiaries, directors, officers, agents, employees or other entities associated with or acting on its behalf of Signal or its subsidiaries; and (xxiii) the Schedule 14D-9. Representations and Warranties of Crane and Purchaser. The Merger Agreement contains customary representations and warranties of Crane and Purchaser, including with respect to: (i) the organization, corporate powers and qualifications of Crane and Purchaser; (ii) the due and valid authorization of the execution and delivery of the Merger Agreement and the consummation of the transactions contemplated thereby by all necessary corporate action on the parts of Crane and Purchaser; (iii) the absence of conflicts, violations or breaches of law or agreements resulting from the execution, delivery and performance by Crane and Purchaser of the Merger Agreement; (iv) the absence of certain litigation involving Crane; (v) the absence of brokerage or finders' fees or commissions payable in connection with the Merger Agreement and the transactions contemplated thereby (other than with respect to fees payable to JPMorgan); (vi) Crane's and Purchaser's ability to fund the Offer; and (vii) this Offer to Purchase and other related documents.