REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGERCO. Parent and MergerCo jointly and severally hereby represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGERCO. Except as set forth in the disclosure schedules delivered at the execution hereof to the Company and certified by a duly authorized officer of the Company, which shall refer to the relevant Sections of this Agreement (the "Parent Disclosure Schedule"), each of Parent and MergerCo represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGERCO. Each of Parent and MergerCo hereby represents and warrants to the Stockholders as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGERCO. As of the date of this Agreement and as of the Closing, Parent and MergerCo hereby jointly and severally make to the Company each and every one of the representations and warranties contained in this Article IV with the understanding that the Company is relying upon the truth, accuracy and completeness of such representations and warranties in determining to consummate the Merger upon the terms set forth in this Agreement.
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGERCO. 8 4.1 Organization.........................................................................8 4.2 Authorization; Validity of Agreement; Necessary Action...............................8 4.3 Consents and Approvals; No Violations................................................9 4.4
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGERCO. In order to induce UXP to enter into this Agreement, Parent and Mergerco jointly and severally represent and warrant as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGERCO. Parent and MergerCo hereby, jointly and severally, make to the Company the representations and warranties contained in this Article V as of the date hereof and as of the Closing (or, if made as of a specified date, as of such date):
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGERCO. 39 6.1. Existence; Good Standing; Authority; Compliance with Law..........39 6.2. Authorization, Validity and Effect of Agreements..................41 6.3. Capitalization....................................................41 6.4. Subsidiaries......................................................42 6.5. Other Interests...................................................43 6.6. No Violation; Governmental Consents...............................43 6.7.
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGERCO. Section 5.1. Organization............................................................................14 Section 5.2. Authority...............................................................................14 Section 5.3. No Finder...............................................................................14 Section 5.4. Absence of Proceedings..................................................................15 Section 5.5. Capitalization..........................................................................15 Section 5.6. Financial Statements....................................................................15
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGERCO. Section 5.1
