REPRESENTATIONS AND WARRANTIES OF THE BLOCKERS. As an inducement to the Buyer Parties to enter into this Agreement and consummate the transactions contemplated hereby, except as set forth in the applicable section of the Blocker Disclosure Schedules, the Blockers hereby severally, and not jointly, represent and warrant to the Buyer Parties as follows:
REPRESENTATIONS AND WARRANTIES OF THE BLOCKERS. Each Blocker (in each case, as to itself, and not as to any other Person and specifically not jointly or jointly and severally) hereby represents and warrants to Buyer that, except as set forth in the Company Disclosure Letter:
REPRESENTATIONS AND WARRANTIES OF THE BLOCKERS. As an inducement to Foresight and the Merger Corps to enter into this Agreement, each Blocker hereby represents and warrants (severally and not jointly and solely with respect to itself) to Foresight and the Merger Corps as follows:
REPRESENTATIONS AND WARRANTIES OF THE BLOCKERS. The (i) representations and warranties of each Blocker contained in Section 4.03 (Capitalization) shall be true and correct in all respects as of the Closing as though made at and as of the Closing and (ii) the representations and warranties of each Blocker contained in Section 4.01 (Organization), Section 4.02 (Authority Relative to This Agreement) and Section 4.09 (Brokers) shall be true and correct in all respects as of the Closing as though made on the Closing (except to the extent that any such representation and warranty is expressly made as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date). All other representations and warranties of each Blocker contained in this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “material adverse effect” or any similar limitation set forth herein) in all respects as of the Closing Date, as though made at and as of the Closing Date (except to the extent that any such representation and warranty is expressly made as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not, and would not reasonably be expected to, cause a material adverse effect on such Blocker.
REPRESENTATIONS AND WARRANTIES OF THE BLOCKERS. Subject to Section 11.12, except as set forth in the Blocker Disclosure Schedule, each Blocker hereby represents and warrants to nCino, Parent and the Merger Subs, severally and not jointly, as of the date hereof and as of the Closing as though made on the Closing, except to the extent such representations and warranties expressly relate to another date (in which case as of such other date), as follows:
REPRESENTATIONS AND WARRANTIES OF THE BLOCKERS. 12 4.1 Organization 12 4.2 Authorization of Agreement 13 4.3 Conflicts; Consents of Third Parties 13 4.4 Units; Other Equity Interests 14 4.5 Capitalization 14 4.6 Conduct of Business 14 4.7 Employees 14 4.8 Tax Matters. 15 4.9 Legal Proceedings 16 4.10 Financial Advisors 16 4.11 No Liabilities 16 4.12 Limitations of Representations and Warranties 16
REPRESENTATIONS AND WARRANTIES OF THE BLOCKERS. Except as set forth on the Company Disclosure Schedule (and provided that disclosure in any section of such Company Disclosure Schedule shall be deemed disclosed with respect to any other Section of this Agreement (in addition to the Section referenced in such schedule) to the extent that it is reasonably apparent from the wording of such disclosure that such disclosure is applicable to such other Section), as of the date hereof, each of the GTGR Blocker, solely with respect to the GTCR Blocker, and the NCP Blocker, solely with respect to the NCP Blocker, severally and not jointly, represents and warrants to Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF THE BLOCKERS. As an inducement to Acquiror, MergerCo1, MergerCo2, Holdings I, Holdings II, Acquiror Sub, OpCo Merger Sub and the Company to enter into this Agreement, except as set forth in FTV Blocker’s disclosure schedule (the “FTV Disclosure Schedule”) or Xxxxx Xxxxxxx’x disclosure schedule (the “Tiger Disclosure Schedule”), each as delivered to Acquiror and the Company concurrently with the execution and delivery of this Agreement, FTV Blocker and Xxxxx Xxxxxxx hereby severally, and not jointly, represent and warrant to Acquiror, XxxxxxXx0, XxxxxxXx0, Holdings I, Holdings II, Acquiror Sub and OpCo Merger Sub and the Company, as follows:
REPRESENTATIONS AND WARRANTIES OF THE BLOCKERS. (i) The representations and warranties of FTV Blocker and Xxxxx Xxxxxxx contained in Section 5.01 (Organization and Qualification), Section 5.02 (Authority Relative to this Agreement), Section 5.03 (Capitalization; Ownership of Company Membership Units), and Section 5.09 (Brokers) (the “Blocker Specified Representations”) shall be true and correct (without giving effect to any limitation as to “materiality” or “material adverse effect” or any similar limitation set forth herein) in all material respects as of the date hereof and the Closing Date, as though made on and as of such date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date).
REPRESENTATIONS AND WARRANTIES OF THE BLOCKERS. Except as set forth in the disclosure letter delivered to Acquiror, Merger Sub, Blocker Sub and the Blocker Merger Subs by the Blockers on the date of this Agreement (the “Blocker Disclosure Letter”) (each section of which, subject to Section 12.9, qualifies the correspondingly numbered and lettered representations in this Article V), the Blockers severally, and not jointly, represent and warrant to Acquiror, Merger Sub, Blocker Sub and the Blocker Merger Subs as follows:
