REPRESENTATIONS AND WARRANTIES OF NEWCO. Newco represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF NEWCO. Newco hereby represents and warrants to each of the Stockholders as follows, as of the date hereof:
REPRESENTATIONS AND WARRANTIES OF NEWCO. Newco represents and warrants to and in favour of each of the other Parties and acknowledges that each of them is relying on such representations and warranties in connection with the matters contemplated in this Agreement:
REPRESENTATIONS AND WARRANTIES OF NEWCO. Newco hereby represents and warrants to the Stockholder and the Funds that Newco is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Newco and constitutes a valid and binding obligation of Newco enforceable in accordance with its terms. Except for the filings required under the HSR Act, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity or any other person is necessary for the execution of this Agreement by Newco and the consummation by Newco of the transactions contemplated hereby and (ii) none of the execution and delivery of this Agreement by Newco, the consummation of the transactions contemplated hereby nor the compliance with the terms hereof by Newco will conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under any provision of, the certificate of incorporation, by-laws or analogous documents of Newco, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to Newco or to Newco's property or assets. If the Option is exercised, the Subject Securities will be acquired for investment for Newco's own account, not as a nominee or agent and not with a view to the distribution of any part thereof. Newco has no present intention of selling, granting any participation in or otherwise distributing the same nor does Newco have any contract, undertaking, agreement or arrangement with any person with respect to any of the Subject Securities. Newco further understands that the Subject Securities may not be sold, transferred or otherwise disposed of without registration under the Securities Act or pursuant to an exemption therefrom.
REPRESENTATIONS AND WARRANTIES OF NEWCO. Newco hereby represents and warrants to ERP Operating Partnership as follows:
REPRESENTATIONS AND WARRANTIES OF NEWCO. Newco represents and warrants to the Investors and the Co-Investor Founder as follows:
REPRESENTATIONS AND WARRANTIES OF NEWCO. 16 SECTION 5.1. Organization and Qualification.............................. 16
REPRESENTATIONS AND WARRANTIES OF NEWCO. Newco hereby represents and --------------------------------------- warrants to each of the Shareholders as follows, as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF NEWCO. Section 6.01
REPRESENTATIONS AND WARRANTIES OF NEWCO. Newco hereby makes to Vista and each of the Pescios the following representations and warranties and acknowledges that such parties are relying upon such representations and warranties in connection with the matters contemplated by this Agreement.
