REPRESENTATIONS AND WARRANTIES OF ARC. To induce the Company Shareholders to enter into this Agreement and to consummate the transactions contemplated hereby, ARC represents and warrants to and covenants with the Company Shareholders as follows:
REPRESENTATIONS AND WARRANTIES OF ARC. ARC hereby makes the following representations and warranties to Seller:
REPRESENTATIONS AND WARRANTIES OF ARC. ARC represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF ARC. Except as set forth in the correspondingly numbered Section of the Disclosure Schedules, ARC represents and warrants to the Sellers that the statements contained in this ARTICLE IV are true and correct as of the date hereof and on the Closing Date except to the extent otherwise contemplated herein.
REPRESENTATIONS AND WARRANTIES OF ARC. 35 5.1 Organization of ARC.......................................................35 5.2 Authorization of Transaction..............................................35 5.3 Capitalization............................................................36 5.4 Noncontravention..........................................................36 5.5
REPRESENTATIONS AND WARRANTIES OF ARC. ARC represents and warrants to FGI and the FGI Shareholders that the statements contained in this Article 5 are correct and complete as of the date hereof 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 hereof throughout this Article 5), except as expressly set forth in the disclosure letter delivered prior to the execution hereof to FGI (the "ARC Disclosure Letter"). Nothing in the ARC Disclosure Letter shall be deemed adequate to disclose an exception to a representation or warranty made herein, unless the ARC Disclosure Letter identifies the exception with reasonable particularity (including a specific reference to the representation or warranty being excepted) and describes the relevant facts or circumstances in reasonable detail. The ARC Disclosure Letter will be arranged to correspond to the numbered and lettered sections contained in this Article 5.
REPRESENTATIONS AND WARRANTIES OF ARC. ARC represents and warrants to Amkor as follows:
REPRESENTATIONS AND WARRANTIES OF ARC. ARC represents and warrants to the Company as follows, as of the date of this Agreement and as of the Closing:
REPRESENTATIONS AND WARRANTIES OF ARC. ARC represents, warrants and covenants to Recom that as of the date of this Agreement and through and including the Closing Date:
REPRESENTATIONS AND WARRANTIES OF ARC. The representations and warranties of ARC contained in Sections 2.1, 2.2, 2.5 and 2.27 (such representations and warranties, the “Fundamental Representations”) shall be true and correct in all respects (with only such exceptions as are de minimis) as of the Closing Date as though made at and as of the Closing Date, except to the extent that any representation and warranty is made as of a specified date other than the Closing Date, in which case such representation and warranty shall be true and correct in all respects (with only such exceptions as are de minimis) as of such specified date. The representations and warranties of ARC contained in Sections 2.3, 2.4, 2.6, 2.7, 2.8 and 2.25 of this Agreement (read without giving effect to any qualifications or exceptions contained therein regarding materiality or similar qualification, except for references to “Material Adverse Effect” and references to “Material Contracts”) shall be true and correct in all material respects as of the Closing Date as though made at and as of the Closing Date, except to the extent that any representation and warranty is made as of a specified date other than the Closing Date, in which case such representation and warranty shall be true and correct in all material respects as of such specified date. Other than the Fundamental Representations and the representations and warranties referred to in the immediately preceding sentence, the representations and warranties of ARC contained in Article II of this Agreement (read without giving effect to any qualifications or exceptions contained therein regarding materiality, “Material Adverse Effect” or similar qualification, except for references to “Material Contracts”) shall be true and correct as of the Closing Date as though made at and as of the Closing Date, except to the extent that any representation and warranty is made as of a specified date other than the Closing Date, in which case such representation and warranty shall be true and correct as of such specified date and except, in each case, for such failures to be true and correct that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.
