REPRESENTATIONS AND WARRANTIES OF THE TARGET COMPANIES. As a material inducement to Buyer to enter into this Agreement, the Target Companies represent and warrant to Buyer, as of the date hereof, as follows:
REPRESENTATIONS AND WARRANTIES OF THE TARGET COMPANIES. 26 Section 3.01 Organization of the Target Companies 26 Section 3.02 Authorization of Transaction; Binding Effect 26 Section 3.03 Noncontravention 27 Section 3.04 Capitalization 27 Section 3.05 Subsidiaries 28 Section 3.06 Broker’s Fees 28 Section 3.07 Financial Statements; Books and Records 28 Section 3.08 Internal Account Control 29 Section 3.09 Absence of Changes 29 Section 3.10 Legal Compliance; Permits 31 Section 3.11 Real Property 32 Section 3.12 Tax Matters 32 Section 3.13 Intellectual Property 34 Section 3.14 Contracts and Commitments 35 Section 3.15 Insurance 37 Section 3.16 Litigation 38 Section 3.17 Assets 38 Section 3.18 Accounts Receivable 38 Section 3.19 Products 39 Section 3.20 Inventory 39 Section 3.21 Intentionally Omitted 39 Section 3.22 Labor Matters 39 Section 3.23 Employee Benefits 40 Section 3.24 Environmental Matters 42 Section 3.25 Affiliate Transactions 43 Section 3.26 No Undisclosed Liabilities 43 Section 3.27 Customers and Suppliers 43 Section 3.28 Product Liability; Product Warranty 44 Section 3.29 No Other Representations 44 Section 3.30 Bank Accounts 44 Section 3.31 Indebtedness 44 Section 3.32 Vote Required 44 ARTICLE IV REPRESENTATION AND WARRANTIES OF CERTAIN VMG PARTIES 45 Section 4.01 Organization 45 Section 4.02 Authorization of Transaction; Binding Effect 45 Section 4.03 Noncontravention 45 Section 4.04 Ownership of Blocker Shares 46 Section 4.05 Litigation 46 Section 4.06 Broker’s Fees 46 Section 4.07 No Other Representations 46
REPRESENTATIONS AND WARRANTIES OF THE TARGET COMPANIES. Except as set forth on the disclosure schedule delivered by the Target Companies to Parent and the Merger Subs prior to the execution of this Agreement (the "Target Companies Disclosure Schedule") and making reference to the particular subsection of this Agreement to which exception is being taken, each of the Target Companies jointly and severally represent and warrant to Parent and the Merger Subs as follows:
REPRESENTATIONS AND WARRANTIES OF THE TARGET COMPANIES. 7.1 Organization and Standing 37 7.2 Authorization; Binding Agreement 37 7.3 Capitalization 38 7.4 Governmental Approvals 41 7.5 Non-Contravention 41 7.6 Financial Statements 41 7.7 Absence of Certain Changes 43 7.8 Compliance with Laws 43 7.9 Company Permits 43 7.10 Litigation 44 7.11 Material Contracts 44 7.12 Intellectual Property 47 7.13 IT Systems 49 7.14 Taxes and Returns 50 7.15 Real Property 52 7.16 Personal Property 53 7.17 Title to and Sufficiency of Assets 53 7.18 Employee Matters 53 7.19 Benefit Plans 55 7.20 Environmental Matters 58 7.21 Transactions with Target Company Related Persons 58 7.22 Insurance 59 7.23 Data Protection and Cybersecurity 59 7.24 Certain Business Practices 61 7.25 Customers and Suppliers 61 7.26 Investment Company Act 62 7.27 Finders and Brokers 62 7.28 Information Supplied 62 7.29 Zacco Acquisition 62 7.30 Investigation; No Additional Representations or Warranties 62 7.31 Exclusivity of Representations and Warranties 63 ARTICLE VIII
REPRESENTATIONS AND WARRANTIES OF THE TARGET COMPANIES. Except as set forth in the disclosure schedules delivered by the Target Companies to SPAC on the date hereof (the “Target Companies Disclosure Schedules”), and subject to the terms, conditions and limitations set forth in this Agreement, the Company, Orca Midco and Orca hereby represent and warrant to the other Parties, as follows:
REPRESENTATIONS AND WARRANTIES OF THE TARGET COMPANIES. 32 Section 6.01 Corporate Organization of the Target Companies 32 Section 6.02 Target Company Subsidiaries 32 Section 6.03 Due Authorization 32 Section 6.04 No Conflict 33 Section 6.05 Governmental Authorities; Consents 33 Section 6.06 Current Capitalization 33 Section 6.07 Capitalization of Subsidiaries of the Target Companies 34 Section 6.08 Financial Statements 35
REPRESENTATIONS AND WARRANTIES OF THE TARGET COMPANIES. Except as set forth in the disclosure letter delivered to Rigel by the Target Companies on the date of this Agreement (the “Target Company Disclosure Letter”) (each section of which qualifies (a) the correspondingly numbered representation, warranty or covenant if specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on its face), the Target Companies represents and warrants to Rigel, Newco and Merger Sub as follows:
REPRESENTATIONS AND WARRANTIES OF THE TARGET COMPANIES. Except as set forth in the disclosure letter delivered to SPAC by the Target Companies on the date of this Agreement (the “Target Company Disclosure Letter”) (each section of which, subject to Section 13.9, qualifies the correspondingly numbered and lettered representations in this Article 4), each Target Company, jointly and severally, represents and warrants to SPAC as follows:
REPRESENTATIONS AND WARRANTIES OF THE TARGET COMPANIES. Except as set forth on the disclosure schedule delivered by the Target Companies to Purchaser simultaneously with the execution of this Agreement and as supplemented pursuant to Section 5.8 (the “Disclosure Schedule”), the Target Companies represent and warrant to Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF THE TARGET COMPANIES. Each Target Company represents and warrants to Buyer that each statement contained in this Article 2 is true and correct as of the date of this Agreement, and will be deemed to be true and correct as of the Closing Date.
