REPRESENTATIONS AND WARRANTIES CONCERNING PARENT AND MERGER SUB. Except as disclosed in the disclosure schedule delivered by Parent and Merger Sub to the Company concurrently herewith (the “Parent Disclosure Schedule”) (provided, that any disclosures made with respect to a section of this ARTICLE III shall be deemed to qualify any other section of this ARTICLE III specifically referenced or cross-referenced), Parent and Merger Sub hereby represent and warrant to the Company as of the date hereof as follows:
REPRESENTATIONS AND WARRANTIES CONCERNING PARENT AND MERGER SUB. The Parent represents and warrants to the Members that:
REPRESENTATIONS AND WARRANTIES CONCERNING PARENT AND MERGER SUB. Parent represents and warrants to the Target Stockholders and the Target that the statements contained in this § 4(c) 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 though the Closing Date were substituted for the date of this Agreement throughout this § 4(c)), except as set forth in the disclosure schedule delivered by Parent to the Target on the date hereof (the “Parent Disclosure Schedule”).
REPRESENTATIONS AND WARRANTIES CONCERNING PARENT AND MERGER SUB. The Parent represents and warrants to the Target Stockholders and the Target that each statement contained in this Article V is true and correct, except as set forth in the disclosure schedule accompanying this Agreement, which is attached to this Agreement and is designated therein as being the “Parent Disclosure Schedule” (the “Parent Disclosure Schedule”). The Parent Disclosure Schedule has been arranged, for purposes of convenience only, as sections corresponding to the Sections of this Article V. Each section of the Parent Disclosure Schedule shall be deemed to incorporate by reference all information disclosed in any other section of the Parent Disclosure Schedule to the extent that the relevance of such information with respect to such other sections is reasonably clear or where specifically cross referenced.
REPRESENTATIONS AND WARRANTIES CONCERNING PARENT AND MERGER SUB. Except as may be disclosed in any of the Parent SEC Reports available on XXXXX at least five (5) Business Days prior to the date of this Agreement, each of Parent and Merger Sub hereby represents and warrants to the Company as of the date hereof and as of the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES CONCERNING PARENT AND MERGER SUB. 40 5.1. Organization and Good Standing 40 5.2. Authority and Enforceability 40 5.3. No Conflicts; Consents 41 5.4. Litigation 41 5.5. Availability of Funds 41 5.6. Brokers 41 5.7. No Material Misstatements 42 ARTICLE VI COVENANTS OF THE COMPANY 42 6.1. Conduct of Business 42 6.2. Negative Covenants 42 6.3. Access to Information 44 6.4. Resignations 44 6.5. Notification 45 6.6. Exclusivity 45 6.7. Updated Financial Information 46 6.8. Termination of Affiliate Contracts 46 6.9. Stockholder Approval 46 6.10. Minute Books and Miscellaneous Documents 46 6.11. Parachute Payments under Section 280G of the Code 46 6.12. Employment or Service Agreements 47 ARTICLE VII COVENANTS OF THE PARENT 47 7.1. Confidentiality 47 7.2. Employee Matters 47 7.3. CMS Adjustments 48 ARTICLE VIII COVENANTS OF THE PARENT AND THE COMPANY 48 8.1. Regulatory and Other Approvals 48 ii 8.2. Consents 49 8.3. Public Announcements 49 8.4. Tax Matters 49 8.5. Allocation of Certain Taxes 50 8.6. Further Assurances 51
REPRESENTATIONS AND WARRANTIES CONCERNING PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Company as of the date hereof as follows:
REPRESENTATIONS AND WARRANTIES CONCERNING PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to the Company that:
REPRESENTATIONS AND WARRANTIES CONCERNING PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to 6th Wave that the statements contained in this Section 3 are true and correct as of the date of this Agreement:
