REPRESENTATIONS AND WARRANTIES REGARDING THE BUYER. By its execution of this Agreement, the Buyer represents and warrants to the Seller that:
REPRESENTATIONS AND WARRANTIES REGARDING THE BUYER. The Buyer represents and warrants to the Seller as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE BUYER. The Buyer represents and warrants to the Seller that, as of the date hereof and as of the Closing:
REPRESENTATIONS AND WARRANTIES REGARDING THE BUYER. The Buyer represents and warrants to Seller that the statements contained in this Article IV are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article IV).
REPRESENTATIONS AND WARRANTIES REGARDING THE BUYER. The Buyer represents and warrants to the Seller and the Equity Holders that the statements contained in this Article V are true and correct as of the date of this Agreement and will be true and correct as of the Closing as though made as of the Closing, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties will be true and correct as of such date):
REPRESENTATIONS AND WARRANTIES REGARDING THE BUYER. 63 Section 6.01 Incorporation and Authority of the Buyer 63 Section 6.02 No Conflict 63 Section 6.03 Consents and Approvals 64 Section 6.04 Absence of Litigation 64 Section 6.05 Securities Matters 64 Section 6.06 Financial Ability 64 Section 6.07 Solvency 64 Section 6.08 Investigation 65 Section 6.09 Compliance with Law; Governmental Licenses and Permits; Insurance Regulatory Matters 65 Section 6.10 Financial Statements 66 Section 6.11 Brokers 67 Section 6.12 No Inducement or Reliance; Independent Assessment 67 Section 6.13 NO OTHER REPRESENTATIONS OR WARRANTIES 67 ARTICLE VII ACTIONS PRIOR TO THE CLOSING DATE 68 Section 7.01 Conduct of Business Prior to the Closing 68 Section 7.02 Access to Information 71 Section 7.03 Reasonable Best Efforts 72 Section 7.04 Guarantees 79 Section 7.05 Consents 79 Section 7.06 Intercompany Arrangements 80 Section 7.07 Representations & Warranties Insurance 80 Section 7.08 Intercompany Obligations 81 Section 7.09 Derivative Selection and Sign-to-Close Protocol 81 Section 7.10 Recapture 81 ARTICLE VIII ADDITIONAL AGREEMENTS 81 Section 8.01 Access to Information 81 Section 8.02 Books and Records 82 Section 8.03 Confidentiality 82 Section 8.04 Non-Solicitation 83 Section 8.05 Insurance 84 Section 8.06 Seller Names and Marks 85 Section 8.07 D&O Liabilities 85 Section 8.08 Privilege Preservation 86 Section 8.09 Release 86 Section 8.10 Closing Reports 87 Section 8.11 Separation and Migration Plan 88 Section 8.12 Further Action 88 ARTICLE IX EMPLOYEE MATTERS 88 Section 9.01 Offers of Employment 88 Section 9.02 Compensation and Benefit Continuation 89 Section 9.03 Severance Obligations 89 Section 9.04 Credit for Service; Preexisting Conditions; Exclusions and Waiting Periods 90 Section 9.05 Certain Employee Benefit Plan Matters 90 Section 9.06 WARN 91 Section 9.07 Employee Communications 91 Section 9.08 No Modification; No Third Party Beneficiaries 91 ARTICLE X TAX MATTERS 91 Section 10.01 Indemnification for Taxes 91 Section 10.02 Tax Returns 93 Section 10.03 Tax Refunds 95 Section 10.04 Transfer Taxes 95 Section 10.05 Cooperation 95 Section 10.06 Tax Sharing Agreements 96 Section 10.07 Section 338 Election; Purchase Price Allocation 96 Section 10.08 Other Tax Matters 97 ARTICLE XI CONDITIONS TO CLOSING AND RELATED MATTERS 97 Section 11.01 Conditions to Obligations of the Seller 97 Section 11.02 Conditions to Obligations of the Buyer 98 Section 11.03 Frustration of Closing Condition 99
REPRESENTATIONS AND WARRANTIES REGARDING THE BUYER. The representations and warranties of Buyer set forth in this Agreement (including in any schedule or exhibit attached hereto, or in any certificate, or instrument ancillary to this Agreement, including the Ancillary Agreements) shall terminate at the Closing.
REPRESENTATIONS AND WARRANTIES REGARDING THE BUYER. The Buyer hereby represents and warrants to the Issuer 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 THE BUYER. 13 3.1 Organization and Authority 13 3.2 No Conflicts 13 3.3 Litigation 13 3.4 No Brokers’ Fees 13
REPRESENTATIONS AND WARRANTIES REGARDING THE BUYER. 26 4.1 Organization and Authority 26 4.2 No Conflicts 26 4.3 Litigation 27 Page
