REPRESENTATIONS AND WARRANTIES RELATING TO SELLER. Except as disclosed in the Disclosure Schedule, Seller hereby represents and warrants to Buyer as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO SELLER. Seller represents and warrants to Buyer as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO SELLER. Seller hereby represents and warrants to Purchaser that, as of the date hereof:
REPRESENTATIONS AND WARRANTIES RELATING TO SELLER. Seller hereby represents and warrants to Buyer that the statements contained in this Article 4 are correct and complete as of the date hereof, and will be correct and complete as of the Closing Date, except as otherwise disclosed on the disclosure schedules referenced below. The fact that any item of information is contained in a disclosure schedule shall not be construed as an admission of liability under applicable law, or to mean that such information is material. Unless otherwise indicated, such information shall not be used as the basis for interpreting the term “material,” “materially” or “Material Adverse Effect,” or any similar qualification in this Agreement.
REPRESENTATIONS AND WARRANTIES RELATING TO SELLER. Except as set forth in the Disclosure Schedules to this Agreement, Seller represents and warrants to Buyer (both for itself and, as applicable, for and on behalf of each Selling HoldCo), as of the date hereof and as of the Closing Date, that the following representations and warranties are true and correct (it being understood that any reference to Seller in this Article IV includes the reference to each Selling Holdco, as applicable, except for Section 4.03):
REPRESENTATIONS AND WARRANTIES RELATING TO SELLER. Except as disclosed in the Schedules (with any disclosure in a Schedule delivered by Seller being deemed and understood to be a disclosure in each other Schedule delivered by Seller to which the applicability of the disclosure is apparent on its face, notwithstanding reference to a specific section or paragraph), Seller hereby represents and warrants to Buyer as of the date hereof as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO SELLER. Intermediate Holdco and the Transferred Equity Interests), Article III (
REPRESENTATIONS AND WARRANTIES RELATING TO SELLER. Section 4.1 Due Organization and Qualification 12 Section 4.2 Power and Authority 12 Section 4.3 No Violations 12 Section 4.4 Valid, Binding and Enforceable Obligation 13 Section 4.5 Governmental Consents 13 Section 4.6 Additional Consents 13 Section 4.7 No Litigation 13 Section 4.8 Absence of Certain Changes 14 Section 4.9 No Undisclosed Liabilities 14 Section 4.10 Contracts 14 Section 4.11 Labor Matters 14 Section 4.12 Legal Compliance; Governmental Approvals 15 Section 4.13 Environmental, Health and Safety Matters 15 Section 4.14 Ownership of Purchased Assets; Permitted Encumbrances 16 Section 4.15 Real Property Interests 16 Section 4.16 Good Faith 16
REPRESENTATIONS AND WARRANTIES RELATING TO SELLER. Except as disclosed in the Disclosure Schedules, Parent hereby represents and warrants to Buyer as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO SELLER. Except as set forth in the corresponding section of the disclosure schedules attached hereto (the “Disclosure Schedules”) (it being understood that any section of the Disclosure Schedules shall be deemed to incorporate by reference all other information set forth in any other section of the Disclosure Schedules, to the extent, but only to the extent, that the relevance of such disclosure in such other section is reasonably apparent), Seller represents and warrants to Buyer as follows:
