REPRESENTATIONS AND WARRANTIES OF COMPANY AND COMPANY SUB Sample Clauses

REPRESENTATIONS AND WARRANTIES OF COMPANY AND COMPANY SUB. 16 4.1 Incorporation, Standing and Power 17 4.2 Capitalization 17 4.3 Subsidiaries 18 4.4 Financial Statements 18 4.5 Reports and Filings 19 4.6 Authority 20 4.7 Insurance 21 4.8 Tangible Assets 21 4.9 Real Estate 21 4.10 Litigation 22 4.11 Taxes 22 4.12 Compliance with Charter Provisions and Laws and Regulations 25 4.13 Employees 26 4.14 Brokers and Finders 26 4.15 Scheduled Contracts 27 4.16 Performance of Obligations 28 4.17 Certain Material Changes 28 Page 4.18 Licenses and Permits 29 4.19 Undisclosed Liabilities 29 4.20 Employee Benefit Plans 29 4.21 Corporate Records 32 4.22 Accounting Records 32 4.23 Vote Required 32 4.24 Disclosure Documents and Applications 32 4.25 Intellectual Property 33 4.26 State Takeover Laws 34 4.27 Opinion of Western Reserve Partners, LLC 35 4.28 Affiliate Transactions 35 4.29 Customers and Suppliers; Inventory 35 4.30 No Additional Representations 35 ARTICLE 5. REPRESENTATIONS AND WARRANTIES OF PARENT 35 5.1 Incorporation, Standing and Power 36 5.2 Authority 36 5.3 Ownership of Merger Sub 36 5.4 Accuracy of Information Furnished for Company Proxy Statement 36 5.5 Financing 37 5.6 No Additional Representations 37
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REPRESENTATIONS AND WARRANTIES OF COMPANY AND COMPANY SUB. The following representations and warranties by Company and Company Sub to Parent and Merger Sub are qualified by reference to the correspondingly numbered section of the Company Disclosure Letter; provided, however, that an exception or matter disclosed with respect to one representation or warranty shall also be deemed disclosed with respect to each other warranty or representation to which the exception or matter reasonably relates to the extent such relationship is reasonably apparent on the face of the disclosure contained in the Company
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REPRESENTATIONS AND WARRANTIES OF COMPANY AND COMPANY SUB. The following representations and warranties by Company and Company Sub to Parent and Merger Sub are qualified by reference to the correspondingly numbered section of the Company Disclosure Letter; provided, however, that an exception or matter disclosed with respect to one representation or warranty shall also be deemed disclosed with respect to each other warranty or representation to which the exception or matter reasonably relates to the extent such relationship is reasonably apparent on the face of the disclosure contained in the Company Disclosure Letter. Except as expressly stated as applicable to one or more of the Spun-Off Entities, including by referencing the Company’s Subsidiaries, no representations and warranties are being made in this Agreement by the Company with respect to the Spun-Off Entities, the parties acknowledging that the representations and warranties being made in this Agreement, except as otherwise stated, pertain to Company Sub and Company. The inclusion of any item in such Company Disclosure Letter shall not be deemed an admission that such item is a material fact, event or circumstance or that such item has or had, individually or in the aggregate, a Material Adverse Effect. Subject to the preceding sentences of this paragraph, Company and Company Sub, jointly and severally, hereby represent and warrant to Parent and Merger Sub as follows:
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Related to REPRESENTATIONS AND WARRANTIES OF COMPANY AND COMPANY SUB

  • REPRESENTATIONS AND WARRANTIES OF COMPANY The Company hereby represents and warrants to each Purchaser as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES Each Seller Party, jointly and severally, makes the following representations and warranties to Buyer:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER Parent and Purchaser represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB Parent and Sub represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDER Seller and Shareholder represent and warrant, jointly and severally, to Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND BUYER Parent and Buyer hereby jointly and severally represent and warrant to the Sellers that:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES Except (a) as set forth in the disclosure letter prepared by the Company and delivered to the Parent Parties at or prior to the execution and delivery of this Agreement (the “Company Disclosure Letter”) (it being acknowledged and agreed that disclosure of any item in any section or subsection of the Company Disclosure Letter shall be deemed disclosed with respect to the section or subsection of this Agreement to which it corresponds and any other section or subsection of this Agreement to the extent the applicability of such disclosure to such other section or subsection of this Agreement is reasonably apparent on its face (it being understood that to be so reasonably apparent on its face, it is not required that the other section or subsection of this Agreement be cross-referenced); provided, that nothing in the Company Disclosure Letter is intended to broaden the scope of any representation or warranty of the Company Parties made herein), or (b) as disclosed in the Company SEC Documents publicly filed with, or furnished to the SEC since January 1, 2019 and prior to the date of this Agreement and available on the SEC’s Electronic Data Gathering and Retrieval System (excluding any information or documents incorporated by reference therein, or filed as exhibits thereto, and excluding any disclosures contained in such documents under the headings “Risk Factors” or “Forward Looking Statements” or any other disclosures contained or referenced therein to the extent they are cautionary, predictive or forward-looking in nature), and then only to the extent that the relevance of any disclosed event, item or occurrence in such Company SEC Documents to a matter covered by a representation or warranty set forth in this Article IV is reasonably apparent on its face, the Company Parties hereby jointly and severally represent and warrant to the Parent Parties that:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDERS Seller and each Shareholder represent and warrant, jointly and severally, to Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES Each of the Buyer Parties represents and warrants to each of the Selling Parties as follows:

  • Representations and Warranties of Employee Employee represents and warrants to the Company that:

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