REPRESENTATIONS AND WARRANTIES OF NEWCO. Newco represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF NEWCO. Newco hereby represents and warrants to each of the Stockholders as follows, as of the date hereof:
REPRESENTATIONS AND WARRANTIES OF NEWCO. Newco hereby represents and --------------------------------------- warrants to each of the Shareholders as follows, as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF NEWCO. Newco represents and warrants to and in favour of each of the other Parties and acknowledges that each of them is relying on such representations and warranties in connection with the matters contemplated in this Agreement:
REPRESENTATIONS AND WARRANTIES OF NEWCO. Newco hereby represents and warrants to the Principal Stockholder as follows: it has all requisite corporate power and authority to execute this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Newco of this Agreement and the Merger Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of Newco. Newco has duly executed and delivered this Agreement and the Merger Agreement and, assuming that this Agreement constitutes the legal, valid and binding obligation of the Principal Stockholder and that the Merger Agreement constitutes the legal, valid and binding obligation of the Company, each of this Agreement and the Merger Agreement constitutes the legal, valid and binding obligation of Newco, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law), including an implied covenant of good faith and fair dealing. The execution and delivery by Newco of this Agreement and the Merger Agreement do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under any provision of any agreement to which Newco is a party or, subject to the filings and other matters referred to in the next sentence, any provision of any law applicable to Newco or the properties or assets of Newco, except for any conflict, violation or default which, individually or in the aggregate, would not have a material adverse effect on the ability of Parent or Newco to perform its obligations under this Agreement or the Merger Agreement. No consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Newco in connection with the execution and delivery of this Agreement and the Merger Agreement or the consummation of the transactions contemplated hereby and thereby, other than as specified in Section 4.3(b) of the Merger Agreement or except for any consent, registration, declaration or filing the failure of which to...
REPRESENTATIONS AND WARRANTIES OF NEWCO. Newco represents and warrants to the Investors and the Co-Investor Founder as follows:
REPRESENTATIONS AND WARRANTIES OF NEWCO. Newco hereby represents and warrants to ERP Operating Partnership as follows:
REPRESENTATIONS AND WARRANTIES OF NEWCO. 25 Section 3.1. Organization and Qualification............................................... 25
REPRESENTATIONS AND WARRANTIES OF NEWCO. Section 6.01
REPRESENTATIONS AND WARRANTIES OF NEWCO. Newco represents and warrants to and in favour of PT as follows:
