REPRESENTATIONS AND WARRANTIES OF MERGER SUB AND EVA. Merger Sub and EVA hereby represent and warrant to Holdings as of the date hereof as follows:
REPRESENTATIONS AND WARRANTIES OF MERGER SUB AND EVA. Section 5.1 Organization 9 Section 5.2 Authority; Enforceability 10 Section 5.3 No Conflicts; Consents and Approvals 10 Section 5.4 Legal Proceedings 10 Section 5.5 Brokerage Arrangements 10 Section 5.6 Enviva Inc. Common Stock 10 Section 5.7 SEC Documents 11 Section 5.8 Independent Investigation; Waiver of Other Representations 11 Section 5.9 Taxes 12 ARTICLE VI COVENANTS AND OTHER AGREEMENTS Section 6.1 Conduct of Business 12 Section 6.2 Commercially Reasonable Efforts 13 Section 6.3 Tax Matters 13 Section 6.4 Certain Insurance and Indemnification Matters 15 Section 6.5 Post-Effective Time Access; Records 16 Section 6.6 Release 17 Section 6.7 Structure 18 ARTICLE VII CONDITIONS TO CLOSING Section 7.1 Mutual Closing Conditions 18 Section 7.2 EVA and Merger Sub’s Closing Conditions 18 Section 7.3 Acquisition I’s and Riverstone Echo Funds’ Closing Conditions 19 ARTICLE VIII INDEMNIFICATION Section 8.1 Survival 20 Section 8.2 Indemnification 20 Section 8.3 Conduct of Indemnification Proceedings 21 Section 8.4 Limitations 22 Section 8.5 Exclusive Remedy 23 Section 8.6 Tax Treatment of Indemnity Payments. 23 ARTICLE IX
REPRESENTATIONS AND WARRANTIES OF MERGER SUB AND EVA. Merger Sub and EVA hereby represent and warrant to the Riverstone Echo Funds as of the date hereof as follows:
