Representations and Warranties of ▇▇▇▇▇▇▇ Clause Samples

Representations and Warranties of ▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇ hereby represents, warrants and acknowledges to ICCC for the benefit of each of the Funds: ▇. ▇▇▇▇▇▇▇ is a corporation duly organized and existing and in good standing under the laws of the Commonwealth of Massachusetts; ▇. ▇▇▇▇▇▇▇ has the requisite power and authority under applicable law, its charter or articles of incorporation and its bylaws to enter into and perform this Agreement; this Agreement has been duly executed and delivered by ▇▇▇▇▇▇▇; and this Agreement constitutes a legal, valid and binding obligation of ▇▇▇▇▇▇▇, enforceable in accordance with its terms; and C. The accounts maintained and preserved by ▇▇▇▇▇▇▇ shall be the property of ICCC for the benefit of each of the Funds and ▇▇▇▇▇▇▇ will not use any information made available to ▇▇▇▇▇▇▇ under the terms hereof for any purpose other than complying with its duties and responsibilities hereunder or as specifically authorized by ICCC on behalf of each of the Funds in writing.

Representations and Warranties of ▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇ represents and ----------------------------------------- warrants to Liberty that: this Agreement has been duly executed and delivered by ▇▇▇▇▇▇▇ and, assuming the due execution and delivery thereof by Liberty, is a valid and binding obligation of ▇▇▇▇▇▇▇, enforceable against him in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity; the execution and delivery of this Agreement and the performance of ▇▇▇▇▇▇▇'▇ obligations hereunder will not conflict with or result in a material breach or violation of (i) any material agreement to which ▇▇▇▇▇▇▇ is a party or by which he or his property are bound, or (ii) assuming expiration of all applicable waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), without objection to the transactions contemplated hereby by the Department of Justice (the "DOJ") or the Federal Trade Commission (the "FTC"), any applicable law or regulation; except for certain Delaware stockholder suits, there is no action, suit, proceeding or investigation pending or, to the best of ▇▇▇▇▇▇▇'▇ knowledge, threatened against ▇▇▇▇▇▇▇, Liberty, Newco, the Company or their respective affiliates relating to the transactions contemplated by this Agreement, including, without limitation, the Acquisition; except for filings under the HSR Act, no consent, approval or authorization of, or any registration, qualification or filing with, any governmental agency or authority or any other person is required in order for ▇▇▇▇▇▇▇ to execute, deliver and perform his obligations under this Agreement; except as set forth on Schedule II, ▇▇▇▇▇▇▇ is the record and beneficial owner of the Company Securities listed below his name on Schedule I hereto, such Company Securities have been validly issued, are fully paid and non-assessable, and such Company Securities are free of any liens, claims, charges, security interests, pledges or encumbrances of any kind (other than any of the foregoing created herein or hereby or as a result of applicable state and federal securities laws); and other than as set forth in Schedule I, ▇▇▇▇▇▇▇ does not beneficially own any Company Securities.

Representations and Warranties of ▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇ represents and warrants that:

Representations and Warranties of ▇▇▇▇▇▇▇. 31 5.1 ▇▇▇▇▇▇▇ Organization..........................................................................31 5.2 Subsidiaries..................................................................................31 5.3 Authorization.................................................................................32

Representations and Warranties of ▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇ represents and warrants to SV Partner that: ▇. ▇▇▇▇▇▇▇ is an FDIC-insured industrial loan corporation, duly organized and validly existing under the laws of the State of Utah. As of the Effective Date, ▇▇▇▇▇▇▇ is a member of MasterCard and Visa. ▇. ▇▇▇▇▇▇▇ has all necessary power and authority to enter into this Agreement and to perform all of the obligations to be performed by it under this Agreement. This Agreement and the consummation by ▇▇▇▇▇▇▇ of the transactions contemplated hereby have been duly and validly authorized by all necessary action of ▇▇▇▇▇▇▇. This Agreement has been duly executed and delivered by ▇▇▇▇▇▇▇ and constitutes the valid and binding obligations of ▇▇▇▇▇▇▇, enforceable in accordance with its terms (except as such enforcement may be limited by Applicable Law, including, without limitation, bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and by general principles of law and equity). c. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby by ▇▇▇▇▇▇▇ will: (i) conflict with, result in the breach of, constitute a default under or accelerate the performance required by the terms of any contract, instrument or commitment to which ▇▇▇▇▇▇▇ is a party or by which ▇▇▇▇▇▇▇ is bound; (ii) violate the articles of incorporation or by-laws of ▇▇▇▇▇▇▇; (iii) require any consent or approval under any judgment, order, writ, decree, permit or license to which ▇▇▇▇▇▇▇ is a party or by which ▇▇▇▇▇▇▇ is bound or of any governmental agency; or (iv) require the consent or approval of any other party to any contract, instrument or commitment to which ▇▇▇▇▇▇▇ is a party or by which it is bound, other than approvals that have been obtained or will be obtained prior to or on the Effective Date. ▇▇▇▇▇▇▇ is not subject to any agreement with any governmental authority that would prevent the consummation by ▇▇▇▇▇▇▇ of the transactions contemplated by this Agreement. d. There is no claim, or any litigation, proceeding, arbitration, investigation or material controversy pending, against or affecting ▇▇▇▇▇▇▇ that will have a material adverse effect on the ability of ▇▇▇▇▇▇▇ to consummate the transactions contemplated hereby. To the best of ▇▇▇▇▇▇▇'▇ knowledge, no such claim, litigation, proceeding, arbitration, investigation or material controversy has been threatened or is contemplated. ▇. ▇▇▇▇▇▇▇ has not agreed to pay any fee ...

Representations and Warranties of ▇▇▇▇▇▇▇. ▇▇▇▇.▇▇▇ hereby represents and warrants that:

Representations and Warranties of ▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇ represents and warrants to the Company that (a) ▇▇▇▇▇▇▇ is a corporation duly organized, validly existing and in good standing under the laws of the State of Wisconsin and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder, (b) the execution and delivery of this Agreement by ▇▇▇▇▇▇▇ and the consummation by ▇▇▇▇▇▇▇ of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of ▇▇▇▇▇▇▇ and no other corporate proceedings on the part of ▇▇▇▇▇▇▇ are necessary to authorize this Agreement or any of the transactions contemplated hereby, (c) this Agreement has been duly executed and delivered by ▇▇▇▇▇▇▇ and constitutes a valid and binding obligation of ▇▇▇▇▇▇▇, and, assuming this Agreement constitutes a valid and binding obligation of Company, is enforceable against ▇▇▇▇▇▇▇ in accordance with its terms.

Representations and Warranties of ▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇ represents and warrants to Buyer as follows:

Representations and Warranties of ▇▇▇▇▇▇▇. Except as Previously Disclosed, ▇▇▇▇▇▇▇ hereby represents and warrants to First Texas as follows: 5.1. The Standard. No representation or warranty of ▇▇▇▇▇▇▇ contained in ARTICLE 5 shall be deemed untrue or incorrect, and ▇▇▇▇▇▇▇ shall not be deemed to have breached a representation or warranty, in each case for all purposes hereunder, including the condition set forth in Section 8.3(a), as a consequence or result of the existence or absence of any fact, circumstance, change or event unless such fact, circumstance, change or event, individually or taken together with all other facts, circumstances, changes or events inconsistent with any representation or warranty contained in ARTICLE 5 has had or is reasonably likely to have a Material Adverse Effect on ▇▇▇▇▇▇▇ (it being understood that for the purpose of determining the accuracy of such representations and warranties, other than the representation in Section 5.7, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded); provided, that the foregoing shall not apply to the representations in Sections 5.2 (first sentence only), 5.3(a), 5.3(b)(i), 5.4(b) and 5.14, which shall be true and correct in all material respects, and the representations and warranties in Sections 5.4(a), 5.4(c) and 5.7, which shall be true and correct in all respects (except for inaccuracies in Sections 5.4(a) and 5.4(c) that are de minimis in amount).