REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED COMPANIES. Except as set forth in the Seller Disclosure Schedules (it being agreed that any disclosure of any item in any section of the Seller Disclosure Schedules shall be deemed disclosure with respect to each other section of this Agreement to which the relevance of such item is reasonably apparent), and subject to Section 4.16 hereof, Seller represents and warrants on behalf of itself and the Acquired Companies to the Acquirors as follows:
REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED COMPANIES. 23 Section 3.01 Organization of the Acquired Companies 23 Section 3.02 Authorization of Transactions by the Acquired Companies 23 Section 3.03 Noncontravention 23 Section 3.04 Litigation 24 Section 3.05 Capitalization 24 Section 3.06 Subsidiaries 24 Section 3.07 Brokers' Fees 25 Section 3.08 Books and Records 25 Section 3.09 Financial Statements 25 Section 3.10 Absence of Changes 26 Section 3.11 Absence of Undisclosed Liabilities 28 Section 3.12 Legal Compliance 29 Section 3.13 Title to Properties 29 Section 3.14 Real Property 30 Section 3.15 Tax Matters 31 Section 3.16 Intellectual Property 33 Section 3.17 Contracts and Commitments 35 Section 3.18 Insurance 36 Section 3.19 Employees 37 Section 3.20 Employee Benefits 38 Section 3.21 Environmental Laws 40 Section 3.22 Customers and Suppliers 40 Section 3.23 Affiliate Transactions 40 Section 3.24 Indebtedness 41 Section 3.25 Government Contracts 41 Section 3.26 Warranty and Liability 41 Section 3.27 Gross Profit and Gross Margin 41
REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED COMPANIES. Each of the Acquired Companies represents and warrants to Purchaser, as of the date of this Agreement and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED COMPANIES. Except as provided in the Disclosure Schedules (referencing the appropriate section and paragraph numbers in this Article 3; provided, however, that any disclosure under one such section or paragraph number shall be deemed to have been disclosed for all purposes of this Agreement in respect of all such other sections and paragraph numbers to the extent that the relevance of such disclosure to such other sections and paragraph numbers is reasonably apparent from the text of the Disclosure Schedules), the Acquired Companies jointly and severally represent and warrant to the Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED COMPANIES. The Company represents and warrants to the Buyer and GMCR that the statements in this Section 3 are correct and complete as of the date of this Agreement, except as set forth in the corresponding schedules accompanying this Section 3 (each, a “Schedule” and, collectively, the “Disclosure Schedules”). The Disclosure Schedules have been arranged for purposes of convenience in separately numbered sections corresponding to the sections of this Section 3; however, each section of the Disclosure Schedules shall be deemed to incorporate by reference all information disclosed in any other section of the Disclosure Schedules to the extent it is reasonably apparent from the face of such disclosure that it applies for such other purpose. The disclosure of a particular item in the Disclosure Schedules may be for information purposes only and shall not be taken as an admission that such disclosure is required to be made pursuant to the terms hereof. Nothing set forth in the Disclosure Schedules shall be deemed to expand, broaden, or otherwise amplify the scope of the representations and warranties contained herein. Capitalized terms used in the Disclosure Schedules and not otherwise defined therein have the meanings given to them in this Agreement.
REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED COMPANIES. Except as set forth in the Disclosure Schedules to this Article IV, as of the date of this Agreement and as of the Closing Date (except where any representation and warranty is only made as of the date hereof or as of an earlier date, in which case such representation and warranty is made only as of such date), each of the Acquired Companies party hereto hereby represent and warrant to the Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED COMPANIES. Except as set forth in the Schedules referenced in this Article IV (collectively, the “Acquired Company Disclosure Schedules”) (with the disclosure in any section or subsection of the Acquired Company Disclosure Schedules being deemed to qualify the corresponding section or subsection of this Article IV and each other section and subsection of this Article IV to the extent that it is reasonably apparent on the face of such disclosure that such disclosure should qualify or apply to such other sections and subsections), which shall qualify the representations and warranties of the Acquired Companies set forth in this Article IV, the Seller and the Acquired Companies represent and warrant to and for the benefit of Buyer that the following statements (i) are true and correct as of the Signing Date except to the extent such representations and warranties expressly speak as of a specified date, in which case such representations and warranties shall be true and correct on and as of such specified date, and (ii) if the Closing occurs, shall be true and correct in all respects as of the Closing Date, except to the extent such representations and warranties expressly speak as of a specified date, in which case such representations and warranties shall be true and correct on and as of such specified date:
REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED COMPANIES. 16 3.1 Organization of the Acquired Companies 16 3.2 Capital Structure 17 3.3 No Other Subsidiaries; Ownership Interests 18 3.4 Authority and Enforceability 19 3.5 No Conflict 20 3.6 Governmental Authorization 20 3.7 Financial Statements; No Undisclosed Liabilities 20 3.8 No Changes 22 3.9 Tax Matters 22 3.10 Restrictions on Business Activities 27 3.11 Title to Properties; Absence of Liens; Condition and Sufficiency of Assets 27 3.12 Intellectual Property 29 3.13 Agreements, Contracts and Commitments 39 3.14 Interested Party Transactions 42 3.15 Acquired Company Authorizations 42 3.16 Litigation 43 3.17 Books and Records 43 3.18 Environmental, Health and Safety Matters 43 3.19 Brokers’ and Finders’ Fees 44 3.20 Employee Benefit Plans and Compensation 44 3.21 Insurance 50 3.22 Compliance with Laws 51
REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED COMPANIES. Subject to the disclosures set forth in the disclosure schedules delivered to Buyer by the Acquired Companies on or prior to the Agreement Date (the “Acquired Company Disclosure Schedule”), the Sellers hereby represent and warrant, severally and not jointly, as of the Agreement Date (with respect to the Acquired Companies and their respective Subsidiaries) and as of the U.S. Closing Date (with respect to ODA and its Subsidiaries) and the Australia Closing Date (with respect to ODA Australia and its Subsidiaries) (except to the extent any such representation or warranty expressly related to a different date, in which case, as of such date) to Buyer as follows (and the Sellers acknowledge that Xxxxx enters into this Agreement, any Related Agreements and the Transactions in reliance on the Sellers’ representations and warranties contained in this Article III):
REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED COMPANIES. The Acquired Companies, severally and jointly, represent and warrant to, and for the benefit of, Parent and Merger Sub as follows:
