Representations and Warranties of Holdco. HoldCo hereby represents and warrants to the Investors that (a) it is duly incorporated, validly existing and in good standing under the laws of the jurisdiction in which it is formed and has all requisite corporate or similar power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement have been duly authorized by all necessary action on HoldCo’s part and do not contravene any provision of HoldCo’s organizational documents or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on HoldCo or its assets; (c) all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this letter agreement by HoldCo have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this letter agreement; and (d) this letter agreement has been duly and validly executed and delivered by HxxxXx and (assuming due execution and delivery of this letter agreement, the Merger Agreement and the Limited Guarantee by all parties hereto and thereto, as applicable, other than HoldCo) constitutes a legal, valid and binding obligation of HoldCo enforceable against HoldCo in accordance with its terms, subject to the Enforceability Exceptions.
Representations and Warranties of Holdco. Holdco represents and warrants as of the date hereof as follows:
Representations and Warranties of Holdco. Holdco represents and warrants to the Company and Purchaser, as of the date of this Agreement and as of the Closing, as follows:
Representations and Warranties of Holdco. Holdco represents and warrants to each Investor that:
Representations and Warranties of Holdco. Holdco represents and warrants to each Rollover Stockholder that:
Representations and Warranties of Holdco. HoldCo represents and warrants to each Shareholder, as of the date of this Agreement and as of the Rollover Closing, except for any representation or warranty that by its terms specifically addresses a matter only as of a particular date or only with respect to a specific period of time, as of such date or with respect to such period:
Representations and Warranties of Holdco. Holdco hereby represents and warrants to the Investor as of the date hereof and as of the Closing Date that the representations and warranties applicable to Old HQ and VANTAS contained in Sections 4(A) and 5(A), respectively, of the Merger Agreement are true and correct with the same force and effect as though made at and as of the date hereof. In addition, Holdco represents and warrants to the Investor as of the date hereof and as of the Closing Date as to the following matters:
Representations and Warranties of Holdco. REGARDING HOLDCO HoldCo represents and warrants to MLP as follows:
Representations and Warranties of Holdco. Holdco hereby represents and warrants to Seller as follows:
Representations and Warranties of Holdco. Holdco represents and warrants to the Owners that the statements contained in this Article 5 are true, accurate and complete as of the date hereof and as of the Closing Date (unless a specific date is set forth in such representation or warranty, in which case such representation or warranty is true and correct as of such specific date):
