REPRESENTATIONS AND WARRANTIES REGARDING BUYER. Buyer hereby represents and warrants to Seller as follows:
REPRESENTATIONS AND WARRANTIES REGARDING BUYER. Buyer hereby represents and warrants, as of the date hereof and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES REGARDING BUYER. Buyer hereby represents and warrants to Seller as follows as of the date hereof and as of the Closing Date (except for such representations and warranties which address matters only as of a specific date, which representations and warranties shall be true and correct as of such specific date):
REPRESENTATIONS AND WARRANTIES REGARDING BUYER. Buyer represents and warrants to Seller, as of the date of this Agreement and as of the Closing Date, except as set forth in the Buyer Disclosure Schedule, as follows:
REPRESENTATIONS AND WARRANTIES REGARDING BUYER. 51 5.1 Formation and Good Standing 51 5.2 Authority and Enforceability 51 5.3 Noncontravention 52 5.4 Consents and Governmental Authorizations 52 5.5 Litigation 52 5.6 Accredited Investor 52 5.7 Investment Entirely for Own Account 52 5.8 Brokers and Finders 53 5.9 Financial Ability 53 5.10 Solvency 54 5.11 Independent Investigation; No Reliance 54 5.12 No Other Representations or Warranties 55 ARTICLE VI COVENANTS 55 6.1 Cooperation 55 6.2 Access; Confidentiality 56 6.3 Conduct of Business 57 6.4 Publicity 60 6.5 Directors’ and Officers’ Indemnification 61 6.6 Financing Cooperation 62 6.7 Debt Financing 65 6.8 Tax Matters 67 6.9 Books and Records 71 6.10 Confidentiality 71 6.11 Risk of Loss; Condemnation and Casualty 72 6.12 Interim Financials 72 6.13 Exclusivity 73 6.14 Notice of Certain Events 73 6.15 Termination of Certain Agreements 73 6.16 Consents 74 ARTICLE VII CONDITIONS TO BUYER’S OBLIGATIONS 74 7.1 Representations and Warranties 74 7.2 Covenants 74 7.3 No Injunction 74 7.4 Closing Certificate 74 7.5 Material Adverse Effect 75 7.6 Affiliate Agreements 75 7.7 Consent 75 7.8 Deliveries 75 ARTICLE VIII CONDITIONS TO THE SELLERS’ OBLIGATIONS 75 8.1 Representations and Warranties 75 8.2 Covenants 75 8.3 No Injunction 75 8.4 Closing Certificate 75 8.5 Deliveries 75 ARTICLE IX TERMINATION 76 9.1 Termination of Agreement 76 9.2 Procedure Upon Termination 77 9.3 Effect of Termination 77 ARTICLE X ADDITIONAL AGREEMENTS 77 10.1 No Reliance 77 10.2 Survival 79 10.3 Release 79 ARTICLE XI MISCELLANEOUS 80 11.1 Further Assurances 80 11.2 Notices 80 11.3 Entire Agreement 82 11.4 Specific Performance 82 11.5 Expenses 83 11.6 No Right of Set-Off 84 11.7 Amendments 84 11.8 Assignments; No Third-Party Rights 84 11.9 Waiver 85 11.10 Severability 85 11.11 Governing Law; Jurisdiction; Venue; No Trial by Jury 85 11.12 Time of Essence 86 11.13 Construction 86 11.14 Incorporation by Reference 86 11.15 Headings 86 11.16 Counterparts 86 11.17 Sellers’ Representative 87 11.18 Non-Recourse 88 11.19 Representation 89 ANNEXES, SCHEDULES AND EXHIBITS Annex A Accounting Principles Schedule A Net Working Capital Exhibit A Reorganization Exhibit B Form of Escrow Agreement Exhibit C Form of Resignation Letter Exhibit D Non-Solicitation Agreement EQUITY PURCHASE AGREEMENT This EQUITY PURCHASE AGREEMENT (this “Agreement”), dated as of April 16, 2019 (the “Effective Date”), is made by and among Chiller Holdco, LLC, a Delaware limited liability company (the “Company”), the Persons set fo...
REPRESENTATIONS AND WARRANTIES REGARDING BUYER. SECTION 4.01. Organization 40 SECTION 4.02. Authority; Noncontravention 40 SECTION 4.03. Broker’s Fees 41 SECTION 4.04. Adequacy of Funds 41 ARTICLE V COVENANTS OF SELLER SECTION 5.01. Access 42 SECTION 5.02. Confidentiality 42 SECTION 5.03. Name Change 42 SECTION 5.04. Distributions; Operations 42 SECTION 5.05. No Other Negotiations 43 SECTION 5.06. Conduct of Activities Associated with the Acquired Assets Prior to Closing 44 SECTION 5.07. Pre-Closing Activities 46 SECTION 5.08. Intercompany Activities 46 ARTICLE VI MUTUAL COVENANTS SECTION 6.01. Further Assurances 47 TABLE OF CONTENTS (continued) Page SECTION 6.02. Tax Matters 47 SECTION 6.03. Accounts 48 SECTION 6.04. Expenses 49 SECTION 6.05. Bulk Transfer Laws 49 SECTION 6.06. Employee Matters 49 SECTION 6.07. Cash Earnout Plan 50 SECTION 6.08. Public Announcements 51 SECTION 6.09. Access 51 ARTICLE VII INDEMNIFICATION SECTION 7.01. Indemnification Obligations 51 SECTION 7.02. Determination of Losses 53 SECTION 7.03. Procedures 53 SECTION 7.04. Limitations of Indemnification 54 SECTION 7.05. Termination of Indemnification Obligations 55 SECTION 7.06. Reduction of Aggregate Deferred Payment Amount 56 SECTION 7.07. Dispute Resolution 57 SECTION 7.08. Procedures for Special Liabilities 57 SECTION 7.09. Final Distribution to Seller 57 SECTION 7.10. Exclusive Remedy 57 SECTION 7.11. Treatment of Indemnification Payments 58 SECTION 7.12. Appointment of Representative 58 ARTICLE VIII
REPRESENTATIONS AND WARRANTIES REGARDING BUYER. In order to induce Seller Parties to enter into and perform this Agreement and to consummate the Transactions, Buyer hereby represents and warrants to the Seller Parties that the following representations and warranties are true, accurate and complete as of the Closing:
REPRESENTATIONS AND WARRANTIES REGARDING BUYER. Except as set forth in the applicable section of the Disclosure Schedule, Buyer represents and warrants to the Company and the Sellers as follows:
REPRESENTATIONS AND WARRANTIES REGARDING BUYER. Buyer hereby represents and warrants to the Sellers that the statements in this Section 4 are true and correct.
REPRESENTATIONS AND WARRANTIES REGARDING BUYER. Except as set forth in the Buyer Disclosure Schedule, Buyer hereby represents and warrants to Seller that the statements contained in this Article V are complete and correct as of the Execution Date, and will be complete and correct as of the Closing Date (unless any such representation or warranty speaks to an earlier date and provided that any such representation or warranty that speaks to a “current” or “currently” dated time period shall be deemed to refer to such representation or warranty as of the Execution Date):
