REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES. The Buyer Parties, jointly and severally, hereby represent and warrant to the Seller Parties as follows:
REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES. Except as set forth in the disclosure letter delivered by the Buyer Parties on the date hereof (the “Parent Disclosure Letter”), the Buyer Parties hereby represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES. Section 5.1 Organization; Qualification 30 Section 5.2 Authority; Enforceability 30 Section 5.3 Non-Contravention 31 Section 5.4 Capitalization 31 Section 5.5 SEC Documents; Financial Statements; No Undisclosed Liabilities 32 Section 5.6 Internal Controls; NYSE Listing Matters 33 Section 5.7 Governmental Approvals 34 Section 5.8 Legal Proceedings 35 Section 5.9 Matters Relating to Acquisition of the Acquired Interests 35 Section 5.10 Bankruptcy 36 Section 5.11 Financing 36 Section 5.12 Form S-3 36 Section 5.13 No Stockholder Approval 36 Section 5.14 Brokers’ Fee 36 Section 5.15 R&W Policy 37 Section 5.16 CFIUS Matters 37 Section 5.17 Tax Matters 37 Section 5.18 Disclaimer of Additional and Implied Warranties 37 ARTICLE VI COVENANTS OF THE PARTIES Section 6.1 Conduct of Business 37 Section 6.2 Information Access 42 Section 6.3 Contact with Customers, Suppliers and Other Business Relations 44 Section 6.4 Governmental Approvals 44 Section 6.5 Indemnification of Officers, Directors, and Managers 46 Section 6.6 Retention of Books and Records 47 Section 6.7 Expenses 47 Section 6.8 Required Filings 47 Section 6.9 Third Party Approvals 47 Section 6.10 Further Assurances 47 Section 6.11 Confidentiality 48 Section 6.12 Transfer Taxes 50 Section 6.13 Conduct of Parent and Buyer 50 Section 6.14 Exclusive Dealing 51 Section 6.15 Tax Matters 51 Section 6.16 Debt Financing Cooperation 53
REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES. Parent and Merger Sub jointly and severally represent and warrant to the Company:
REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES. The Buyer Parties hereby (a) jointly and severally represent and warrant to the Company Parties as of the date hereof and (b) shall jointly and severally represent and warrant to the Company Parties as of the Closing Date (or, in each case, if made as of a specific date, as of such date), as follows:
REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES. Each Buyer Party jointly and severally represents and warrants to the Company the following matters:
REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES. Section 5.01 Organization and Qualification; Authority 32 Section 5.02 Ownership of MergerCo; No Prior Activities 33 Section 5.03 Authority Relative to this Agreement; Validity and Effect of Agreements 33 Section 5.04 No Conflict; Required Filings and Consents 33 Section 5.05 Information Supplied 34 Section 5.06 Absence of Litigation 34 Section 5.07 Availability of Funds 35 Section 5.08 No Ownership of Company Capital Stock 35 Section 5.09 Other Agreements or Understandings 35 Section 5.10 Brokers 35 Section 5.11 Interest in Competitors 35 Section 5.12 No Additional Representations or Warranties 35 ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES. Except as set forth in the Parent Disclosure Schedule or the Parent SEC Reports filed at least one (1) Business Day prior to the date hereof (excluding disclosure contained in the “risk factors” section or constituting “forward-looking statements,” in each case, to the extent such disclosure is cautionary, predictive or speculative in nature), Parent and MergerCo hereby jointly and severally represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES. Parent, on behalf of the Buyer Parties, hereby (a) represents and warrants to the Company Parties as of the date hereof and (b) shall represent and warrant to the Company Parties as of the Closing Date (or, in each case, if made as of a specific date, as of such date), as follows:
REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES. Parent, MergerCo and AcquisitionCo hereby jointly and severally represent and warrant to the Trizec Parties and TZ Canada as follows:
