REPRESENTATIONS AND WARRANTIES OF EMERALD. Emerald represents and warrants to Village Farms as follows, and Emerald acknowledges that Village Farms is relying upon the accuracy of the following representations and warranties in entering into this Agreement and purchasing the Purchased Shares:
REPRESENTATIONS AND WARRANTIES OF EMERALD. Emerald represents and warrants to Fifth Third that as of the date hereof or as of the indicated date, as appropriate, and except as otherwise disclosed in Schedule 1 hereto delivered by Emerald to Fifth Third in connection with the execution of this Agreement by Fifth Third:
REPRESENTATIONS AND WARRANTIES OF EMERALD. Except as disclosed in the Emerald Disclosure Memorandum, Emerald hereby represents and warrants to Phoenix and Sub as follows:
REPRESENTATIONS AND WARRANTIES OF EMERALD. 11 3.1 Board Approval 11 3.2 Corporate Power and Due Authorization of Emerald 11 3.3 No Conflict 12 3.4 Consents and Authorizations 12 3.5 Litigation 12 3.6 Bankruptcy 12 3.7 Title to Purchased Shares 12 3.8 No Other Agreements 13 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF VILLAGE FARMS 13 4.1 Corporate Power and Due Authorization of Village Farms 13 4.2 No Conflict 13 4.3 Consents and Authorizations 14 4.4 Litigation 14 4.5 Bankruptcy 14 4.6 Corporate Records 14 ARTICLE 5 COVENANTS OF THE PARTIES 15 5.1 Conduct of Business Prior to Closing 15 5.2 Actions to Satisfy Closing Conditions 15 5.3 Emerald Meeting 15 5.4 Emerald Circular 16 TABLE OF CONTENTS (continued) Page 5.5 Transfer of the Purchased Shares 17 5.6 Consents 18 5.7 Regulatory Approvals 18 5.8 Ancillary Agreements 20 5.9 Notice of Certain Events 20 5.10 Pre-Closing Reorganizations 20 ARTICLE 6 ADDITIONAL COVENANTS REGARDING NON-SOLICITATION 23 6.1 Non-Solicitation 23 6.2 Acquisition Proposals 24 ARTICLE 7 CONDITIONS PRECEDENT TO VILLAGE FARMS’ OBLIGATION TO CLOSE 25 7.1 Truth and Accuracy of Representations and Warranties at Closing 25 7.2 Compliance with Covenants 25 7.3 Change in Law 26 7.4 No Actions or Proceedings 26 7.5 Shareholder Approvals 26 7.6 PSF Lender Consent 26 7.7 Village Farms Lender Consent 26 7.8 Regulatory Approvals 26 7.9 Dissent Rights 26 7.10 Ancillary Agreements 26 7.11 Voting and Support Agreements 27 7.12 Closing Documents 27 ARTICLE 8 CONDITIONS PRECEDENT TO EMERALD’S OBLIGATION TO CLOSE 27 8.1 Truth and Accuracy of Representations and Warranties at Closing 27 8.2 Compliance with Covenants 28 8.3 No Actions or Proceedings 28 8.4 Change in Law 28 8.5 Emerald Shareholder Approval 28 8.6 Regulatory Approvals 28 8.7 PSF Lender Consent 28 8.8 Dissent Rights 28 8.9 Ancillary Agreements 29 8.10 Closing Documents 29 ARTICLE 9 TERMINATION AND EFFECT OF TERMINATION 29 9.1 Termination 29 9.2 Effect of Termination 30 9.3 Termination Fee 31 TABLE OF CONTENTS (continued) Page ARTICLE 10 INDEMNIFICATION 32 10.1 Indemnification by Emerald 32 10.2 Indemnification by Village Farms 32 10.3 Survival 33 10.4 Calculation of Liability; Limitations 34 10.5 Third Party Claims 34 10.6 Indemnification Adjustment to Purchase Price 37 ARTICLE 11 GENERAL PROVISIONS 37 11.1 Notices 37 11.2 Public Announcements 38 11.3 Expenses 39 11.4 Further Assurances 39 11.5 Equitable Relief 39 11.6 No Third-Party Beneficiaries 39 11.7 Successors and Assigns 39 11.8 Entire Agreement 40 11.9 Amendment and Waiver 4...
REPRESENTATIONS AND WARRANTIES OF EMERALD. Emerald hereby represents and warrants to Stockholder that Emerald has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Emerald, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporation action on the part of Emerald. This Agreement has been duly -------------------------------------------------- executed and delivered by Emerald and constitutes a valid and binding obligation of Emerald enforceable in accordance with its terms.
REPRESENTATIONS AND WARRANTIES OF EMERALD. Emerald represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF EMERALD. 24 6.1 Organization...................................................24 6.2 Capitalization.................................................24 6.3 Authority Relative to this Agreement...........................24 6.4
REPRESENTATIONS AND WARRANTIES OF EMERALD. Emerald represents and warrants to CGC and to each Stockholder except as disclosed in this Agreement or in the case of any representation qualified by its terms to a particular schedule ("Schedule") of Emerald ("Emerald Schedule"), such specific Emerald Schedule, that the statements made in this Article VI will be correct and complete at the Effective Time provided, however, that if there is no Effective Time, then no party shall be liable for any inaccuracy. For purposes of this Article VI, each and every reference to Emerald shall mean and include Emerald and each subsidiary of Emerald ("Emerald Subsidiary") unless otherwise indicated. Each representation and warranty made by Emerald relating to Emerald shall be deemed to be a representation and warranty made by Emerald for each Emerald Subsidiary, except to the extent that a specific representation or warranty does not relate to the existence, assets, liabilities or operations of each Emerald Subsidiary.
REPRESENTATIONS AND WARRANTIES OF EMERALD. 21 5.1. Organization....................................................................................21 5.2. Capitalization..................................................................................21 5.3. Reorganization Related Representations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 5.4. Authority Relative to this Agreement............................................................23 5.5. Approvals and Consents; Noncontravention........................................................24 5.6. Articles of Incorporation and Bylaws............................................................24 5.7. Financial Statements............................................................................25 5.8. Undisclosed Material Liabilities................................................................25 5.9. Absence of Certain Changes of Events............................................................26 5.10.
REPRESENTATIONS AND WARRANTIES OF EMERALD. Emerald represents and warrants to American Polymer except as disclosed in this Agreement or or in the case of any representation qualified by its terms to a particular schedule ("Schedule") of Emerald attached hereto ("Emerald Schedule") such specific Emerald Schedule, that the statements made in this Article V will be correct and complete at the Effective Time provided, however, if there is no Effective Time, then no party shall be liable for any inaccuracy. The representations and warranties to be made by Emerald Merger Sub will be true and correct at the Effective Time. For purposes of this Article V, all of the representations and warranties made by Emerald and referred to in this Article V as made by "Emerald", shall also be deemed, for all purposes, to be representations and warranties made by Emerald Merger Sub about the status or condition of Emerald Merger Sub at the Effective Time to the extent such representations and warranties are applicable to Emerald Merger Sub.
