REPRESENTATIONS AND WARRANTIES OF PUBCO AND MERGER SUB. Each of Pubco and Merger Sub represents and warrants to Purchaser and the Company, as of the date hereof and as of the Closing, as follows:
REPRESENTATIONS AND WARRANTIES OF PUBCO AND MERGER SUB. Pubco and Merger Sub, jointly and severally represent and warrant to LJR as follows as of the date hereof and as of the Closing:
REPRESENTATIONS AND WARRANTIES OF PUBCO AND MERGER SUB. Pubco and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PUBCO AND MERGER SUB. Except (i) as set forth in the written disclosure schedule delivered by PubCo to the Company (the “PubCo Disclosure Schedule”), or (ii) as disclosed in the PubCo SEC Documents filed with the SEC prior to the date hereof and publicly available on the SEC’s Electronic Data Gathering Analysis and Retrieval system (but (A) without giving effect to any amendment thereof filed with, or furnished to the SEC on or after the date hereof and (B) excluding any disclosures contained under the heading “Risk Factors” and any disclosure of risks included in any “forward-looking statements” disclaimer or in any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature), it being understood that any matter disclosed in the PubCo SEC Documents (x) shall not be deemed disclosed for purposes of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.5 or Section 4.6, and (y) shall be deemed to be disclosed in a section of the PubCo Disclosure Schedule only to the extent that it is readily apparent from a reading of such PubCo SEC Document that it is applicable to such section of the PubCo Disclosure Schedule, PubCo and Merger Sub represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PUBCO AND MERGER SUB. 13 ---------------------------------------------------------------- 3.1 Organization and Qualification..................................13 --- ------------------------------ 3.2 Authority Relative to this Agreement; Non-Contravention.........14 --- ------------------------------------------------------- 3.3 Capitalization..................................................14 --- -------------- 3.4 Pubco SEC Filings...............................................15 --- ----------------- 3.5 Subsidiaries....................................................15 --- ------------ 3.6 Litigation......................................................16 --- ---------- 3.7 No Brokers or Finders...........................................16 --- --------------------- 3.8 Tax Matters.....................................................16 --- ----------- 3.9 Contracts and Commitments.......................................17 --- ------------------------- 3.10 Affiliate Transactions..........................................17 ---- ---------------------- 3.11 Compliance with Laws; Permits...................................18 ---- ----------------------------- 3.12 Financial Statements............................................18 ---- -------------------- 3.13 Books and Records...............................................18 ---- ----------------- 3.14 Real Property...................................................18 ---- ------------- 3.15 Insurance.......................................................19 ---- --------- 3.16 Absence of Undisclosed Liabilities..............................19 ---- ---------------------------------- 3.17 Environmental Matters...........................................19 ---- --------------------- 3.18 Absence of Certain Developments.................................19 ---- ------------------------------- 3.19 Employee Benefit Plans..........................................20 ---- ---------------------- 3.20 Tax Free Reorganization.........................................21 ---- ----------------------- 3.21 Intellectual Property...........................................21 ---- --------------------- 3.22 Validity of the Pubco Capital Stock.............................21 ---- ----------------------------------- 3.23 Assets and Liabilities at Closing...............................21 ---- --------------------------------- 3.24 Full Disclosure.................................................21 ---- ---------------
REPRESENTATIONS AND WARRANTIES OF PUBCO AND MERGER SUB. Each of Pubco and Merger Sub, jointly and severally, represents and warrants to the Company that, as of the date hereof, the statements contained in this Article IV are true and correct, except as set forth in the schedule provided by Pubco and Merger Sub to the Company and attached hereto (the “Pubco Disclosure Schedule”) or in the SEC Reports (defined hereafter):
REPRESENTATIONS AND WARRANTIES OF PUBCO AND MERGER SUB. Except as set forth in the Pubco Disclosure Letter, each of Pubco and Merger Sub represents and warrants to Priveco and acknowledges that Priveco is relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Priveco, as follows:
REPRESENTATIONS AND WARRANTIES OF PUBCO AND MERGER SUB. Except as otherwise explicitly contemplated by this Agreement and the disclosure schedules delivered by PubCo to Catcha and the Company on the date hereof, the section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, PubCo and Merger Sub (each in respect of itself only) represent and warrant to Catcha and the Company, as of the date hereof and as of the Closing, as follows:
REPRESENTATIONS AND WARRANTIES OF PUBCO AND MERGER SUB. Except as set forth in the corresponding Pubco Disclosure Letter, Pubco and Merger Sub represent and warrant to EPT as follows:
REPRESENTATIONS AND WARRANTIES OF PUBCO AND MERGER SUB. Except as otherwise explicitly contemplated by this Agreement and the disclosure schedules delivered by PubCo to Perception and BGHL on the Signing Date, the section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, PubCo and Merger Sub (each in respect of itself only) represent and warrants to Perception and BGHL, as of the Closing, as follows:
