REPRESENTATIONS AND WARRANTIES CONCERNING THE SELLER PARTIES. Each Seller Party, jointly and severally, represents and warrants to Buyer, except as set forth in the Seller Disclosure Memorandum, that the statements contained in this ARTICLE 3 are correct and complete on the Execution Date, and will be correct and complete as of the Closing Date (as though made then, with the Closing Date substituted for the Execution Date unless the context requires otherwise).
REPRESENTATIONS AND WARRANTIES CONCERNING THE SELLER PARTIES. THE SUBJECT ENTITIES AND THE BUSINESS 23 (a) Organization and Good Standing 23 (b) Authorization of Transaction 24 (c) Noncontravention, Consents and Approvals 24 (d) Brokers’ Fees 25 (e) Title to and Condition of Assets 25 (f) Capitalization 25 (g) No Other Subsidiaries or Joint Ventures 26 (h) Damage, Casualty, Etc. 26
REPRESENTATIONS AND WARRANTIES CONCERNING THE SELLER PARTIES. 48 4.1 Authority, Power and Enforceability 48 4.2 No Conflicts; Required Filings and Consents 49 4.3 Title to Shares 49 4.4 Litigation 49 4.5 No Brokers 49 4.6 SEC Filings; Xxxxxxxx-Xxxxx 49 4.7 Vote Required 51 SECTION 5. REPRESENTATIONS AND WARRANTIES CONCERNING BUYER 51 5.1 Organization and Qualification 51 5.2 Authority, Power and Enforceability 52 5.3 No Conflicts; Required Filings and Consents 52 5.4 Investment Intent 52 5.5 No Brokers 52 5.6 Equity Commitment Letter; Financing 53 5.7 Independent Investigation; No Reliance 53 SECTION 6. PRE-CLOSING COVENANTS AND AGREEMENTS 54 6.1 Further Actions 54 6.2 Operation of the Business 54 6.3 Access and Investigation 56 6.4 Notifications 57 6.5 Financing Cooperation 57 6.6 Exclusivity 59 6.7 Cash 60 6.8 Representations and Warranty Insurance Policy 60 6.9 McKesson Transition 60 6.10 Transition Services Agreement 61 6.11 Intercompany Accounts 61 SECTION 7. POST-CLOSING COVENANTS AND AGREEMENTS 61 7.1 Confidentiality 61 7.2 Tax Matters 62 7.3 Further Assurances 65 7.4 Non-Competition; Non-Solicitation 65 7.5 Insurance 67 SECTION 8. CONDITIONS TO CLOSING 67 8.1 Conditions to Closing Obligations of the Seller 67 8.2 Conditions to Closing Obligations of Buyer 68
REPRESENTATIONS AND WARRANTIES CONCERNING THE SELLER PARTIES. As a material inducement to Buyer entering into this Agreement, the Seller Parties, jointly and severally, hereby represent and warrant to Buyer, as of the date hereof and as of the Closing Date, that:
REPRESENTATIONS AND WARRANTIES CONCERNING THE SELLER PARTIES. 20 5.1 Capacity, Organization, Corporate Power and Licenses........................................20 5.2
REPRESENTATIONS AND WARRANTIES CONCERNING THE SELLER PARTIES. As a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated hereby, each of the Seller Parties hereby jointly and severally represent and warrant to Buyer, subject to the terms and conditions of Section 8.2, that:
REPRESENTATIONS AND WARRANTIES CONCERNING THE SELLER PARTIES. Each Seller Party, jointly and severally, represents and warrants to the Buyer Parties that the statements contained in this ARTICLE 3 are correct and complete on the Closing Date.
REPRESENTATIONS AND WARRANTIES CONCERNING THE SELLER PARTIES. The Seller Parties jointly and severally represent and warrant to the Purchaser as of immediately prior to Closing that except as set forth in the Final Disclosure Schedule each of the statements contained in this ARTICLE 2 is true and correct as of immediately prior to Closing:
