REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND STOCKHOLDER. The Company and Stockholder, jointly and severally, hereby represent and warrant to Buyer that each of the following representations and warranties is true, correct and complete as of the date of this Agreement and as of the Closing Date, except as set forth in the disclosure schedules attached hereto and incorporated herein by this reference:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND STOCKHOLDER. A. Except as otherwise specifically set forth in a letter ("the Disclosure Letter") delivered by the Company and Stockholder to Newpark prior to the execution hereof, the Company and Stockholder hereby jointly and severally warrant and represent the following (the truth and accuracy of each of which shall constitute a condition precedent to Newpark's obligations to consummate the Plan and issue the Newpark Shares):
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND STOCKHOLDER. In this Agreement, any reference to any event, change, condition or effect being "material" with respect to any entity or group of entities means any material event, change, condition or effect related to the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations or results of operations of such entity or group of entities. In this Agreement, any reference to a "Material Adverse Effect" with respect to any entity or group of entities means any event, change or effect that, when taken individually or together with all other adverse changes and effects, is or is reasonably likely to be materially adverse to the condition (financial or otherwise), properties, assets, liabilities, business, operations or results of operations of such entity and its Subsidiaries, taken as a whole, or to prevent or materially delay consummation of the transactions contemplated under this Agreement or otherwise to prevent such entity and its Subsidiaries from performing their obligations under this Agreement.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND STOCKHOLDER. In this Agreement, any reference to any event, change, condition or effect being “material” with respect to any entity or group of entities means any material event, change, condition or effect related to the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations or results of operations of such entity or group of entities that is the subject matter of the applicable representation or warranty . In this Agreement, any reference to a “Material Adverse Effect” with respect to any entity or group of entities means any event, change or effect that, when taken individually or together with all other adverse changes and effects, is or is reasonably likely to be materially adverse to the condition (financial or otherwise), properties, assets, liabilities, business or results of operations of such entity and its subsidiaries, taken as a whole, or to prevent or materially delay consummation of the transactions contemplated under this Agreement or otherwise to prevent such entity and its subsidiaries from performing their obligations under this Agreement other than any such event, change or effect, directly or indirectly, resulting from or arising in connection with general political, economic, financial, capital market or industry-wide conditions which do not have a disproportionate impact on the business of the Company taken as a whole.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND STOCKHOLDER. The Company and Stockholder hereby jointly and severally represent and warrant to Parent and Sub as of the date hereof that:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND STOCKHOLDER. The COMPANIES and the STOCKHOLDER jointly and severally represent and warrant that all of the following representations and warranties in this Section 5(A) are true at the date of this Agreement and, subject to Section 7.8 hereof, shall be true on the Closing Date and on the Funding and Consummation Date, and that such representations and warranties shall survive the Funding and Consummation Date for a period of 12 months (the last day of such period being the "Expiration Date"), except that (i) the warranties and representations set forth in Section 5.22 hereof shall survive until such time as the limitations period has run for all Tax periods ended on or prior to the Funding and Consummation Date, which shall be deemed to be the Expiration Date for Section 5.22 and (ii) solely for purposes of determining whether a claim for indemnification under Section 11.1(iii) hereof has been made on a timely basis, and solely to the extent that in connection with the IPO, PARENT actually incurs liability under the 1933 Act, the 1934 Act, or any other federal or state securities laws, the representations and warranties set forth herein shall survive until the expiration of any applicable limitations period, which shall be deemed to be the Expiration Date for such purposes. For purposes of this Section 5, each COMPANY includes any and all of its subsidiaries unless the context expressly requires otherwise.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND STOCKHOLDER. The Company and the Stockholder hereby jointly and severally represent and warrant to CUI that, except as set forth in the written disclosure schedule delivered on or prior to the date hereof by the Company to CUI that is arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article II (the "Company Disclosure Schedule"):
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND STOCKHOLDER. The Company (including its predecessor Charge Solutions LLC) and the Stockholders, jointly and severally, make the following representations and warranties to Merchant, each of which shall be deemed material (and Merchant, in executing, delivering, and consummating this Agreement, has relied and will rely upon the correctness and completeness of each of such representations and warranties notwithstanding any independent investigation):
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND STOCKHOLDER
