REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR PARTIES. Acquiror hereby represents and warrants to Contributor as follows:
REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR PARTIES. 30 Section 5.1 Organization and Qualification 30 Section 5.2 Authority 31 Section 5.3 Consents and Approvals; No Violations 31 Section 5.4 Valid Issuance; Listing 32 Section 5.5 Financial Statements 32 Section 5.6 Absence of Changes 33 Section 5.7 Litigation 33 Section 5.8 Tax Matters 33 Section 5.9 Brokers 33 Section 5.10 Solvency 33 Section 5.11 Investigation; No Other Representations 34 Article 6 COVENANTS 35 Section 6.1 Conduct of Business of the Company 35 Section 6.2 Tax Matters 37 Section 6.3 Access to Information 38 Section 6.4 Efforts to Consummate 39 Section 6.5 Public Announcements 39 Section 6.6 Documents and Information 40 Section 6.7 Contributor Guarantees 40 Section 6.8 Notices; Schedule Supplements 40 Section 6.9 Restrictions on Transfer 41 Section 6.10 Financing 42 Section 6.11 Existing Contracts 43
REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR PARTIES. Except as set forth in the disclosure letter delivered by the Acquiror Parties to the Company concurrently with the execution of this Agreement (the “Acquiror Disclosure Letter”) (each section of which qualifies (i) the correspondingly numbered representation or warranty in this Article VI and (ii) such other representations and warranties in this Article VI where its relevance as an exception to (or disclosure for purposes of) such other representation or warranty is reasonably apparent on its face) or in the SEC Reports filed or furnished by Acquiror prior to the date hereof (excluding any disclosures in such SEC Reports under the headings “Risk Factors,” “Forward-Looking Statements” or “Qualitative Disclosures About Market Risk” and other disclosures that are predictive, cautionary or forward looking in nature, in each case, other than any specific factual information contained therein), each Acquiror Party represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR PARTIES. Subject to Section 10.14, except as set forth (x) in the Acquiror Disclosure Schedule or (y) any publicly available Acquiror SEC Document, the Acquiror Parties represent and warrant to the Company as of the date of this Agreement and as of the Closing Date (except, with respect to such representations and warranties that by their terms speak specifically as of the date of this Agreement or another date, which shall be given as of such date), as follows:
REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR PARTIES. 40 5.1. Organization of the Acquiror Parties........................................ 40 5.2. Authorization............................................................... 40 5.3. No Conflict or Violation.................................................... 41 5.4. SEC Filings................................................................. 41
REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR PARTIES. Each of the Acquiror Parties jointly and severally hereby represents and warrants to Seller as follows, which representations and warranties are, as of the date hereof, and will be, as of the Closing Date, true and correct:
REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR PARTIES. (i) Each of the representations and warranties of the Acquiror Parties contained in Article V (other than the representations and warranties of the Acquiror Parties contained in Section 5.01 (Corporate Organization), Section 5.02 (Due Authorization), Section 5.07 (Brokers’ Fees) and Section 5.11 (Capitalization)) shall be true and correct (without giving any effect to any limitation as to “materiality” or “Acquiror Material Adverse Effect” or any similar limitation set forth therein) as of the date of this Agreement and as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, which in such case, shall be true and correct on and as of such earlier date), except, in either case, where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, an Acquiror Material Adverse Effect.
REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR PARTIES. The Acquiror Parties hereby represent and warrant to the Company, subject to the exceptions set forth in the Acquiror's Disclosure Schedule (which exceptions shall specifically identify a Section, Subsection or clause of a single Section or Subsection hereof, as applicable, to which such exception relates, it being understood and agreed that each such exception shall be deemed to be disclosed both under such Section, Subsection or clause hereof and any other Section, Subsection or clause hereof to which such disclosure reasonably relates) that:
REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR PARTIES. Except as (i) set forth in the Acquiror Disclosure Schedule (it being agreed that any matter disclosed in the Acquiror Party Disclosure Schedule with respect to any section of this Article V shall be deemed to have been disclosed for purposes of each other Section or subsection of this Article V to the extent the applicability of such matter so referenced is reasonably apparent on the face of such included matter) and (ii) as disclosed in any publicly available PubCo SEC Document filed prior to the date hereof; provided that (x) in no event shall any risk factor disclosure under the heading “Risk Factors” or disclosure set forth in any “forward looking statements” disclaimer or other general statements to the extent they are cautionary, predictive or forward looking in nature that are included in any part of any PubCo SEC Document (other than historical facts) be deemed to be an exception to, or, as applicable, disclosure for purposes of, any representations and warranties of Acquiror and PubCo contained in this Agreement and (y) matters disclosed in such PubCo SEC Documents shall not be deemed disclosed for purposes of Section 5.1, Section 5.2, Section 5.3, Section 5.4, Section 5.6, Section 5.7 or Section 5.8), the Acquiror Parties hereby represent and warrant, severally and not jointly, to the API Entities and the Companies as follows:
