REPRESENTATIONS AND WARRANTIES OF THE ACQUIREE. The Acquiree hereby represents and warrants to the Acquiror that the statements contained in this Article IV are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as thought the Closing Date were substituted for the date of this Agreement throughout this Article IV) (except where another date or period of time is specifically stated herein for a representation or warranty).
REPRESENTATIONS AND WARRANTIES OF THE ACQUIREE. Subject to the disclosures contained in the relevant Schedules attached hereto, the Acquiree represents and warrants to the Acquiror as follows:
REPRESENTATIONS AND WARRANTIES OF THE ACQUIREE. 13 Section 4.1 Organization and Qualification 13 Section 4.2 Authority 14 Section 4.3 Binding Obligations 14 Section 4.4 No Conflicts 14 Section 4.5 Subsidiaries 15 Section 4.6 Organizational Documents 15 Section 4.7 Capitalization 15 Section 4.8 No Brokers or Finders 16 Section 4.9 Disclosure 16 Section 4.10 Exclusivity 16
REPRESENTATIONS AND WARRANTIES OF THE ACQUIREE. The Acquiree hereby represents and warrants to the Acquiror, subject to the exceptions and qualifications specifically set forth or disclosed in writing in the disclosure schedule delivered by the Acquiree to the Acquiror (the “Acquiree Disclosure Schedule”), that the statements contained in this Article IV are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as thought the Closing Date were substituted for the date of this Agreement throughout this Article IV) (except where another date or period of time is specifically stated herein for a representation or warranty). The Acquiree Disclosure Schedule shall be arranged according to the numbered and lettered paragraphs of this Article IV and any disclosure in the Acquiree Disclosure Schedule shall qualify the corresponding paragraph in this Article IV. The Acquiror and, after the Closing, the Acquiree, shall be entitled to rely on the representations and warranties set forth in this Article IV regardless of any investigation or review conducted by the Acquiror prior to the Closing.
REPRESENTATIONS AND WARRANTIES OF THE ACQUIREE. Section 4.1 Organization and Qualification Section 4.2 Authority Section 4.3 Binding Obligations Section 4.4 No Conflicts Section 4.5 Subsidiaries Section 4.6 Organizational Documents Section 4.7 Capitalization Section 4.8 No Brokers or Finders Section 4.9 Disclosure ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR AND THE ACQUIROR PRINCIPAL SHAREHOLDER 14 Section 5.1 Organization and Qualification Section 5.2 Authority Section 5.3 Binding Obligations Section 5.4 No Conflicts Section 5.5 Subsidiaries Section 5.6 Organizational Documents Section 5.7 Capitalization 17 Section 5.8 Compliance with Laws Section 5.9 Certain Proceedings Section 5.10 No Brokers or Finders Section 5.11 Contracts Section 5.12 Tax Matters Section 5.13 Labor Matters Section 5.14 Employee Benefits Section 5.15 Title to Assets Section 5.16 Intellectual Property Section 5.17 Environmental Laws Section 5.18 Removed and Reserved 22 Section 5.19 Removed and Reserved 22 Section 5.20 Removed and Reserved Section 5.21 Application of Takeover Protections Section 5.22 Transactions With Affiliates and Employees Section 5.23 Liabilities Section 5.24 Bank Accounts and Safe Deposit Boxes Section 5.25 Investment Company Section 5.26 Bank Holding Company Act Section 5.27 Public Utility Holding Act Section 5.28 Federal Power Act 23 Section 5.29 Money Laundering Laws Section 5.30 Foreign Corrupt Practices Section 5.31 Removed and Reserved Section 5.32 Absence of Certain Changes or Events Section 5.33 Disclosure Section 5.34 Undisclosed Events Section 5.35 Non-Public Information ARTICLE VI CONDUCT PRIOR TO CLOSING Section 6.1 Conduct of Business Section 6.2 Restrictions on Conduct of Business 25 ARTICLE VII ADDITIONAL AGREEMENTS 27 Section 7.1 Access to Information Section 7.2 Legal Requirements 28 Section 7.3 Removed and Reserved Section 7.4 Acquisition Proposals ARTICLE VIII POST CLOSING COVENANTS Section 8.1 General 29 Section 8.2 Litigation Support 29 Section 8.3 Removed and Reserved 29 Section 8.4 Removed and Res 29 erved. ARTICLE IX TAX MATTERS Section 9.1 Tax Periods Ending on or before the Closing Date Section 9.2 Tax Periods Beginning Before and Ending After the Closing Section 9.3 Indemnification 30 Section 9.4 Tax Sharing Agreements 31 Section 9.5 Certain Taxes ARTICLE X CONDITIONS TO CLOSING Section 10.1 Conditions to Obligation of the Parties Generally Section 10.2 Conditions to Obligation of the Acquiree Parties Section 10.3 Conditions to Obligation of the Acquiror Parties 32 ARTICL...
REPRESENTATIONS AND WARRANTIES OF THE ACQUIREE. 12 Section 4.1 Organization and Qualification 12 Section 4.2 Authority 13 Section 4.3 Binding Obligations 13 Section 4.4 No Conflicts 13 Section 4.5 Subsidiaries 14 Section 4.6 Organizational Documents 14 Section 4.7 Capitalization 14 Section 4.8 No Brokers or Finders 15 Section 4.9 Disclosure 15 ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR 15 Section 5.1 Organization and Qualification 15 Section 5.2 Authority 16 Section 5.3 Binding Obligations 16 Section 5.4 No Conflicts 16 Section 5.5 Subsidiaries 17 Section 5.6 Organizational Documents 17 Section 5.7 Capitalization 17 Section 5.8 Compliance with Laws 18 Section 5.9 Certain Proceedings 18 Section 5.10 No Brokers or Finders 19 Section 5.11 Contracts 19 Section 5.12 Tax Matters 19
