REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR. 6.1 The Acquiror represents, warrants and, where applicable, covenants to the Seller as follows and acknowledges that the Seller is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement:
REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR. The Acquiror represents and warrants to the Shareholders and the Company as follows:
REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR. The Acquiror represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR. The Acquiror hereby represents and warrants to the Company that:
REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR. Except as set forth in the disclosure schedule supplied by the Acquiror to the Seller and dated as of the date hereof (the “Acquiror Disclosure Schedule”), which the Acquiror Disclosure Schedule identifies the Section (or, if applicable, subsection) to which such exception relates (provided, however, that such disclosure shall also apply to particular matters represented or warranted in other Sections and subsections to the extent that it is readily apparent from the text of such disclosure), the Acquiror represents and warrants to the Seller as follows:
REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR. The Acquiror represents and warrants to EPI as of the date hereof (except as to certain presentations and warranties which expressly speak as of a different date certain, which shall be accurate and complete as of such date), subject to such exceptions as are disclosed in the disclosure schedule supplied by the Acquiror to EPI and dated as of the date hereof (the “Acquiror Disclosure Schedule”), as follows:
REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR. Section 4.01. Incorporation and Authority of the Acquiror 28 Section 4.02. Incorporation, Qualification and Authority of the Significant Subsidiaries of the Acquiror 29 Section 4.03. Capital Structure of the Acquiror and its Significant Subsidiaries; Ownership and Transfer of the Stock Consideration 29 Section 4.04. No Conflict 30 Section 4.05. Consents and Approvals 31 Section 4.06. Financial Information; Absence of Undisclosed Liabilities 31 Section 4.07. Absence of Certain Changes 32 Section 4.08. Absence of Litigation 32 Section 4.09. Compliance with Laws 32 Section 4.10. Governmental Permits 33 Section 4.11. Investment Company 34 Section 4.12. Securities Matters 34 Section 4.13. Private Placement 34 Section 4.14. Financial Ability 34 Section 4.15. Investigation 35 Section 4.16. Brokers 36 Section 4.17. Taxes 36 Section 4.18. Disclaimer 36 ARTICLE V ADDITIONAL AGREEMENTS Section 5.01. Parent Conduct of Business Prior to the Closing 36 Section 5.02. Acquiror Conduct of Business Prior to the Closing 39 Section 5.03. Access to Information 41 Section 5.04. Books and Records 45 Section 5.05. Confidentiality 46 Page Section 5.06. Regulatory and Other Authorizations; Efforts 47 Section 5.07. Insurance 51 Section 5.08. Intercompany Obligations and Arrangements 52 Section 5.09. Intellectual Property; Trade Names and Trademarks 53 Section 5.10. Certain Third Party Contracts of the Parent and the Company 55 Section 5.11. Parent Corporate Credit Card Program 56 Section 5.12. Company E&O Claims 56 Section 5.13. Parent Money Market Fund 56 Section 5.14. Acquiror Financing 56 Section 5.15. Additional Separation Covenants 59 Section 5.16. Notification 59 Section 5.17. No Solicitation of Other Bids 60 Section 5.18. Non-Competition; Non-Solicitation; No-Hire 60 Section 5.19. Certain Swap Arrangements 62 Section 5.20. Mutual Release 62 Section 5.21. Pre-Closing Intellectual Property Transfers 64 Section 5.22. Information Technology Contracts 64 Section 5.23. Certain Run-Off Entities 65 Section 5.24. Investment Assets 65 Section 5.25. Further Action 65 ARTICLE VI EMPLOYEE MATTERS Section 6.01. Employee Matters 65 ARTICLE VII TAX MATTERS Section 7.01. Tax Returns 71 Section 7.02. Tax Period Allocations 72 Section 7.03. Tax Indemnity 72 Section 7.04. Tax Refunds 74 Section 7.05. Post-Closing Acquiror Conduct 74 Section 7.06. Contest Provisions 75 Section 7.07. Assistance and Cooperation 76 Section 7.08. Other Tax Matters 77 ARTICLE VIII
REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR. Except as set forth (i) in the any reports, filings, notices or statements publicly filed by the Parent or any of its Subsidiaries with the SEC prior to the date of this Agreement (excluding, in each case, any risk factors (other than any historical factual information set forth therein), any forward-looking disclosures set forth in any risk factor section or any other section to the extent they are forward looking statements or cautionary, predictive or forward-looking in nature), (ii) the financial statements of the Acquiror included in the Acquiror SEC Documents (the “Acquiror Financial Statements”) or (iii) the corresponding sections or subsections of the disclosure schedule delivered to the Parent by the Acquiror prior to entering into this Agreement (the “Acquiror Disclosure Schedule”) (it being understood and agreed by the parties hereto that disclosure of any item in any section or subsection of the Acquiror Disclosure Schedule shall be deemed disclosure with respect to any other section or subsection of the Acquiror Disclosure Schedule to the extent that the relevance of such item is reasonably apparent on its face to be applicable to such other section or subsection), the Acquiror hereby represents and warrants to the Parent as of the date hereof and (unless otherwise stated in this Article IV) as of the Closing Date as follows: