REPRESENTATIONS AND WARRANTIES OF EACH. OF THE VENDOR AND DXXXX -------------------------------------------------------------- Each of the Vendor and Dxxxx represents and warrants to the Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF EACH. INVESTOR ----------------------------------------------- Each Investor hereby represents and warrants to the Company the following:
REPRESENTATIONS AND WARRANTIES OF EACH. OF THE KEY SECURITYHOLDERS 49 5.1. Authority of Key Securityholder; No Conflict 49 5.2. Title to Shares 50 5.3. No Finder 50 5.4. No Other Representations and Warranties 51 5.5. Independent Investigation; No Reliance 51 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB 51 6.1. Organization of Parent and Merger Sub 51 6.2. Authority; No Conflict 51 6.3. No Finder 52 6.4. No Financing 52 6.5. Legal Proceedings 52 6.6. No Other Representations and Warranties 52 6.7. Independent Investigation; No Reliance 52 ARTICLE VII ADDITIONAL AGREEMENTS 53 7.1. Covenant Not to Compete or Solicit Business 53 7.2. Taxes 54 7.3. Employee Benefit Plans 57 7.4. Collection of Receivables 57 7.5. Indemnification 59 7.6. Tax Benefit Amounts 59 7.7. COBRA 60 ARTICLE VIII INDEMNIFICATION 60 8.1. Indemnification by Key Securityholders 60 8.2. Indemnification by Parent 61 8.3. Notice of Claims 62 8.4. Third Person Claims 62 8.5. Limitations on Indemnification Obligations 63 8.6. Additional Limitations; Net Losses; Subrogation; Mitigation 66 8.7. Coordination with Tax Contests 67 8.8. Exclusive Remedy 67 8.9. Tax Treatment 67 ARTICLE IX GENERAL PROVISIONS 67 9.1. Survival of Obligations 67 9.2. Confidential Nature of Information 68 9.3. No Public Announcement 68 9.4. Notices 68 9.5. Successors and Assigns 69 9.6. Access to Records After Closing 69 9.7. Entire Agreement; Amendments 70 9.8. Partial Invalidity 70 9.9. Schedules 70 9.10. Waivers 71 9.11. Expenses 71 9.12. Execution in Counterparts; Facsimile or Electronic Signatures 71 9.13. Enforcement of Agreement 71 9.14. Further Assurances 72 9.15. Governing Law 72 9.16. Time is of the Essence 72 9.17. Representation by Counsel 72 9.18. Submission to Jurisdiction 72 9.19. Dispute Resolution 73 9.20. Arbitration 73 9.21. Conflicts; Privileges 75 9.22. Judicial Procedure 75 9.23. Securityholder Representative 75 EXHIBITS:
REPRESENTATIONS AND WARRANTIES OF EACH of the Manager and Developer. As a material inducement to City to enter into this Agreement and the transactions and agreements contemplated hereby, each of Manager and Developer represents and warrants to City that as of the date of execution of this Agreement:
REPRESENTATIONS AND WARRANTIES OF EACH. STOCKHOLDER 9 3.01 Authority. 9 3.02 Execution and Delivery; Valid and Binding Agreement. 9
REPRESENTATIONS AND WARRANTIES OF EACH. Certificate Purchaser. Each Certificate Purchaser, by its acceptance of this --------------------- Lease, represents and warrants, severally and only as to itself, to each other Certificate Purchaser, Bank, Lessee and Lessor as follows:
REPRESENTATIONS AND WARRANTIES OF EACH. Holder Each Holder hereby represents and warrants, severally and not jointly, to Parent that: Section 2.01
REPRESENTATIONS AND WARRANTIES OF EACH. SPONSOR AND THE BOT COMPANY; COVENANTS OF THE BOT COMPANY 57 20.1 Representations and Warranties 57 20.2 Covenants 57
REPRESENTATIONS AND WARRANTIES OF EACH. Originator Relating to this Agreement and the Receivables. Representations and Warranties of Each Originator Relating to this Agreement and the Receivables.
REPRESENTATIONS AND WARRANTIES OF EACH. Shareholder. ----------- Except as set forth on the disclosure letter attached hereto, each Shareholder represents and warrants to Cerner as follows:
