REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY GROUP. As a material inducement to Purchaser to enter into this Agreement, the Company hereby represents and warrants to Purchaser and Merger Sub as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY GROUP. Each Contributor, jointly and severally, represents and warrants to Acquiror, as of the date of this Agreement and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY GROUP. The Company represents and warrants to Buyer, except as set forth in the Disclosure Schedule, as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY GROUP. Seller represents and warrants to Buyer, except as set forth in the Disclosure Schedule, as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY GROUP. 17 Section 4.1.Organization of the Company and the Company Group 17 Section 4.2.Authorization 18 Section 4.3.Noncontravention 18 Section 4.4.Capitalization 18 Section 4.5.Subsidiaries of the Company 20 Section 4.6.Consents, Government Authorizations 20 Section 0.0.Xxxxxxxxx Statements 20 Section 4.8.Absence of Certain Changes 20 Section 0.0.Xxx Matters 21 Section 4.10.Real Property 22 Section 4.11.Intellectual Property 22 Section 4.12.Environmental Matters 23 Section 4.13.Contracts 23 Section 0.00.Xxxxxxxxx 25 Section 4.15.Litigation 26 Section 4.16.Employee Matters 26 Section 0.00.Xxxxx Compliance 28 Section 4.18.Brokers’ Fees 28 Section 4.19.Permits 28 Section 4.20.Transaction with Affiliates; Ownership of Assets 28 Section 0.00.Xx Additional Representations and Warranties 29 ARTICLE V. REPRESENTATIONS AND WARRANTIES REGARDING BUYER AND MERGER SUB 29 Section 5.1.Organization 29 Section 5.2.Authorization 29 Section 5.3.Noncontravention 29 Section 5.4.Consents, Government Authorizations 30 Section 0.0.Xxxxxxxxx Capacity 30 Section 5.6.Litigation 30 Section 5.7.Brokers’ Fees 30 Section 5.8.Information 30 ARTICLE VI. COVENANTS 31 Section 6.1.Conduct of the Company 31 Section 6.2.Access to Information; Confidentiality 33 Section 6.3.Efforts 34 Section 6.4.Approvals 34 Section 6.5.Public Announcements 35 Section 6.6.Notification of Certain Matters 35 Section 6.7.Director and Officer Indemnification 35 Section 6.8.Employee Benefit Arrangements 36 Section 6.9.Post-Closing Access; Preservation of Records 37 Section 6.10.Further Assurances 37 Section 0.00.Xx Solicitation 37 Section 6.12.Supplemental Disclosure 38 Section 0.00.Xxx Treatment of Transactions. 38 Section 6.14.Purchase Price Allocation. 38 ARTICLE VII. CONDITIONS TO CLOSING 39 Section 7.1. Condition Precedent to Obligations of Buyer, Merger Sub and the Company 39 Section 7.2.Conditions Precedent to Obligation of the Company 40 Section 7.3.Conditions Precedent to Obligations of Buyer and Merger Sub 40 ARTICLE VIII. INDEMNIFICATION 41 Section 8.1.Survival 41 Section 8.2.Indemnification 42 Section 8.3.Indemnification Procedures 43 Section 8.4.Limitation on Liability 45 Section 8.5.Calculation of Damages 45 Section 8.6.Exclusive Remedy 46 Section 8.7.Access 46 Section 8.8.Mitigation of Damages 46 Section 8.9.Certain Damages 46 Section 8.10.Release of Escrow Amount 46 ARTICLE IX. MEMBER REPRESENTATIVE 47 Section 9.1.Member Representative 47 Section 9.2.Authority and Rights 47 Section 9.3.Limitations on Liab...
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY GROUP. 17 Section 3.1 Organization and Qualification 17 Section 3.2 Capitalization of the Company, Subsidiaries 17 Section 3.3 Authority 18 Section 3.4 Financial Statements 18 Section 3.5 Consents and Approvals; No Violations 19 Section 3.6 Company Material Contracts 19 Section 3.7 Absence of Changes 21 Section 3.8 Litigation 22 Section 3.9 Compliance with Applicable Law 22 Section 3.10 Environmental Matters 23 Section 3.11 Tax Matters 24 Section 3.12 Brokers 26 Section 3.13 Title to Properties and Assets 26 Section 3.14 Transactions with Affiliates 26 Section 3.15 Employees and Employee Benefit Plans. 26 Section 3.16 Company Assets 27 Section 3.17 EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES 27
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY GROUP. Subject to the provisions of Section 3.1(a), the disclaimers and waivers contained in and the other terms and conditions of this Agreement, Seller hereby represents and warrants to Purchaser as of the date hereof and as of the Closing the matters set out in Section 4.1 through Section 4.19.
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY GROUP. Seller and Parent represent and warrant to Buyer, except (a) as disclosed or set forth in the Disclosure Schedule (it being understood that any matter disclosed in any section of the Disclosure Schedule shall be deemed to be disclosed in any other section of the Disclosure Schedule) to this Agreement; provided that, in each such case, the relevance of the disclosure is reasonably apparent from the disclosed matter, or (b) for such changes contemplated by the Pre-Closing Transactions, as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY GROUP. 20 Section 4.1 Status of the Company Group ............................................................................... 20 Section 4.2
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY GROUP. In order to induce Parent to enter into and perform this Agreement and to consummate the Contemplated Transactions, the Company represents and warrants to Parent that, except as disclosed by the Company in the Company Disclosure Schedule delivered on the date hereof, the following statements are true, complete and correct as of the date hereof and as of the Closing Date, except that the accuracy of representations and warranties that by their respective terms speak as of the specified date will be determined as of such date; provided that any exception set forth in a section or subsection of the Company Disclosure Schedule shall be deemed to be disclosed solely for purposes of, and shall solely qualify, such section or subsection of this Agreement and any other section or subsection of this Agreement where it is reasonably apparent on the face of such exception that such exception would be applicable to such other section or subsection.
