REPRESENTATIONS AND WARRANTIES OF PARENT AND AMALGAMATION SUB. Each of Parent and Amalgamation Sub hereby, jointly and severally, represents and warrants to the Shareholder as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND AMALGAMATION SUB. Except as otherwise expressly disclosed or identified in the Parent SEC Reports filed or furnished prior to the date hereof (other than (i) any information that is contained solely in the “Risk Factors” section of such Parent SEC Reports and (ii) any forward-looking statements, or other statements that are similarly predictive or forward-looking in nature, contained in such Parent SEC Reports) or as set forth in the Parent Disclosure Schedule, Parent and Amalgamation Sub hereby jointly and severally represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND AMALGAMATION SUB. Parent and Amalgamation Sub hereby, jointly and severally, represent and warrant to the Company that (i) each of Parent and Amalgamation Sub has all necessary corporate power and authority to execute and deliver this Amendment, to perform its obligations hereunder and to consummate the Transactions; (ii) the execution, delivery and performance of this Amendment by Parent and Amalgamation Sub and the consummation by Parent and Amalgamation Sub of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Amalgamation Sub are necessary to authorize this Amendment or to consummate the Transactions (other than the filings, notifications and other obligations and actions described in Section 4.03(b) of the Amalgamation Agreement); and (iii) this Amendment has been duly and validly executed and delivered by Parent and Amalgamation Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Amalgamation Sub, enforceable against each of Parent and Amalgamation Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.
REPRESENTATIONS AND WARRANTIES OF PARENT AND AMALGAMATION SUB. Each of Parent and Amalgamation Sub hereby represents and warrants that:
REPRESENTATIONS AND WARRANTIES OF PARENT AND AMALGAMATION SUB. Parent and Amalgamation Sub hereby, jointly and severally, represent and warrant to the Company that:
REPRESENTATIONS AND WARRANTIES OF PARENT AND AMALGAMATION SUB. Except as set forth in the disclosure letter delivered to the Company by Parent on or prior to entering into this Agreement (the “Parent Disclosure Letter”), each of Parent and Amalgamation Sub hereby represents and warrants to the Company that:
REPRESENTATIONS AND WARRANTIES OF PARENT AND AMALGAMATION SUB. Except as disclosed in the schedules attached to this Agreement (the "Parent Schedules"), Parent and Amalgamation Sub, jointly and severally represent and warrant to the Company and ML Holdco as of the date of this Agreement and as of the Closing as set forth below.
REPRESENTATIONS AND WARRANTIES OF PARENT AND AMALGAMATION SUB. Except as set forth in the corresponding sections or subsections of the disclosure schedule delivered to the Company by Parent on or prior to 1:00 p.m. (Oslo, Norway time) on March 27, 1999 (the "Parent Disclosure Schedule"), Parent and Amalgamation Sub each hereby represent and warrant to the Company that:
REPRESENTATIONS AND WARRANTIES OF PARENT AND AMALGAMATION SUB. Except as set forth in the disclosure schedule delivered by Parent to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), each of Parent and Amalgamation Sub represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND AMALGAMATION SUB. Except as set forth in the Parent Schedules or in any Parent SEC Report filed with or furnished to the SEC at least two (2) Business Days prior to the date of this Agreement (excluding disclosure contained in any “risk factor” or “forward-looking” section of any such report), Parent and Amalgamation Sub, jointly and severally, hereby represent and warrant to the Company as follows:
