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 hereby represents and warrants to the Sellers, as of the date hereof, that:
REPRESENTATIONS AND WARRANTIES REGARDING BUYER. AND BUYER PARTIES 58 Section 6.01 Incorporation and Authority of Buyer 58 Section 6.02 No Conflict 59 Section 6.03 Consents and Approvals 59 Section 6.04 Absence of Litigation 59 Section 6.05 Securities Matters 60 Section 6.06 Financing; Solvency 60 Section 6.07 Investigation 61 Section 6.08 Brokers 62 ARTICLE VII ACTIONS PRIOR TO THE CLOSING DATE 63 Section 7.01 Conduct of Business Prior to the Closing 63 Section 7.02 Access to Information 66 Section 7.03 Regulatory and Other Authorizations; Consents 67 Section 7.04 Intercompany Obligations 70 Section 7.05 Termination of Affiliate Contracts 70 Section 7.06 Pre-Closing Reorganization 71 ARTICLE VIII ADDITIONAL AGREEMENTS 71 Section 8.01 Post-Closing Access to Information 71 Section 8.02 Books and Records; Financial Reporting 72 Section 8.03 Confidentiality 73 Section 8.04 Insurance 73 Section 8.05 No Rights to Excluded Intellectual Property; Excluded Trademarks 75 Section 8.06 Guarantees 76 Section 8.07 Transaction Agreements 76 Section 8.08 Prohibited Activities 77 Section 8.09 Financing 78 Section 8.10 D&O Liabilities 82 Section 8.11 Deletion of Software 82 Section 8.12 Wrong Pockets. 82 Section 8.13 Further Action. 83 Section 8.14 Exclusivity 83 Section 8.15 Bank Accounts 84 Section 8.16 Release Documentation 84 Section 8.17 HR Services 84 Section 8.18 VIN Numbers 84 ii ARTICLE IX EMPLOYEE MATTERS 84 Section 9.01 Employee Matters. 84 ARTICLE X TAX MATTERS 88 Section 10.01 Liability for Taxes 88 Section 10.02 Assistance and Cooperation 88 Section 10.03 Contest Provisions 89 Section 10.04 Post-Closing Actions 89 Section 10.05 Pro Ration 89 ARTICLE XI CONDITIONS TO CLOSING AND RELATED MATTERS 90 Section 11.01 Conditions to Obligations of Seller 90 Section 11.02 Conditions to Obligations of Buyer 90 Section 11.03 Frustration of Closing Conditions 91 ARTICLE XII TERMINATION AND WAIVER 91 Section 12.01 Termination 91 Section 12.02 Notice of Termination 92 Section 12.03 Effect of Termination 93 Section 12.04 Extension; Waiver 93 ARTICLE XIII INDEMNIFICATION 93 Section 13.01 Indemnification by Seller 93 Section 13.02 Indemnification by Buyer 94 Section 13.03 Notification of Claims 94 Section 13.04 Payment 96 Section 13.05 No Duplication; Exclusive Remedies 96 Section 13.06 Additional Indemnification Provisions 97 Section 13.07 Mitigation 98 ARTICLE XIV GENERAL PROVISIONS 98 Section 14.01 Survival 98 Section 14.02 Expenses 98 Section 14.03 Notices 99 Section 14.04 Public Announcements 100 Section 14.05 Severabil...
REPRESENTATIONS AND WARRANTIES REGARDING BUYER. 29 Section 5.1 Organization 29 Section 5.2 Authorization 29 Section 5.3 Noncontravention 30 i Section 5.4 Government Authorizations 30 Section 5.5 Financial Capacity 30 Section 5.6 Investment 30 Section 5.7 Litigation 31 Section 5.8 Brokers’ Fees 31 Section 5.9 Information 31 Section 5.10 Solvency 31 Section 5.11 Buyer Retained Assets 31 Section 5.12 No Additional Representations or Warranties 31 Article VI. COVENANTS 32 Section 6.1 Conduct of the Companies 32 Section 6.2 Exceptions 34 Section 6.3 Access to Information; Confidentiality 34 Section 6.4 Consents and Approvals 35 Section 6.5 Public Announcements 37 Section 6.6 Post-Closing Access; Preservation of Records 37 Section 6.7 Tax Matters 37 Section 6.8 Insurance 40 Section 6.9 Termination of Affiliate Contracts 40 Section 6.10 [Intentionally Omitted.] 40 Section 6.11 Employee Relations and Benefits 40 Section 6.12 Pre-Closing Further Assurances 40 Section 6.13 Post-Closing Further Assurances 40 Section 6.14 Use of Certain Names 41 Section 6.15 Directors’ and Officers’ Indemnity and Insurance 41 Section 6.16 Post-Closing Statutory Tender Offer 42 Section 6.17 No Shop 42 Section 6.18 Non-Solicitation 43 Section 6.19 Non-Competition 43 Section 6.20 Buyer Retained Assets 44 Section 6.21 Agent for Service of Process 44
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. Buyer represents and warrants to Seller, except as set forth in the Buyer Disclosure Schedule, as follows:
REPRESENTATIONS AND WARRANTIES REGARDING BUYER. Buyer represents and warrants to Sellers that the statements contained in this ARTICLE IV are true and correct as of the date hereof.
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):
