Representations and Warranties of Spinco. Except (i) as set forth in the Spinco Disclosure Letter (it being agreed that, except as otherwise expressly provided in the Disclosure Letter, disclosure of any item in any section of a Party’s Disclosure Letter shall be deemed disclosure with respect to any other section to such Party’s Disclosure Letter to which the relevance of such item is reasonably apparent on its face), (ii) as disclosed in the Xxxxxx SEC Documents (other than any disclosures included in such filings that are predictive, speculative or forward-looking in nature, including any disclosures in any “Risk Factors” sections thereof) or (iii) as expressly contemplated by the Executed Transaction Agreements, Spinco represents and warrants to Hanover as follows and in each case after giving effect to the Distribution (unless otherwise explicitly stated):
Representations and Warranties of Spinco. Each SpinCo Licensor hereby represents and warrants that:
Representations and Warranties of Spinco. Spinco hereby represents and warrants to Merger Partner, Remainco and Shareholder that: 7.1.
Representations and Warranties of Spinco. Spinco hereby represents and warrants to Xxxxxx that (a) it is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and it has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder, (b) the execution and delivery of this Agreement by Spinco has been duly authorized by all necessary action on the part of Spinco and no other proceedings on the part of Spinco are necessary to authorize this Agreement, (c) this Agreement has been duly executed and delivered by Spinco and constitutes a valid and binding obligation of Spinco, and, assuming this Agreement constitutes a valid and binding obligation of Xxxxxx, is enforceable against Spinco in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (d) neither the execution, delivery or performance of this Agreement by Spinco constitutes a breach or violation of or conflicts with its certificate of incorporation or by-laws (or similar governing documents) or any material agreement to which it is a party and (e) none of such material agreements would impair in any material respect the ability of Spinco to perform its obligations hereunder.
Representations and Warranties of Spinco. Spinco hereby represents and warrants to Chemesis as follows:
Representations and Warranties of Spinco. Spinco represents and warrants to LAC as follows and acknowledges that LAC is relying on such representations and warranties in connection with entering into, and the performance of its obligations under, this Agreement and consummating the Arrangement:
Representations and Warranties of Spinco. Except as set forth in the correspondingly identified subsection of the Post Disclosure Schedule, SpinCo hereby represents and warrants to BellRing:
Representations and Warranties of Spinco. Spinco represents and warrants to and in favour of Entrée as follows, and acknowledges that Entrée is relying upon such representations and warranties in connection with the matters contemplated by this Agreement:
Representations and Warranties of Spinco. Each of SilverCrest and SpinCo hereby represents and warrants to and in favour of First Majestic as follows and acknowledges that First Majestic is relying on such representations and warranties in connection with the transactions herein contemplated:
Representations and Warranties of Spinco. SpinCo makes the following representations and warranties to AIMCO and IFG. Except as set forth in the IFG Disclosure Letter:
