REPRESENTATIONS AND WARRANTIES RELATING TO THE. TRANSFERRED ENTITIES AND THE BGI BUSINESS Section 4.1 Organization and Qualification 40 Section 4.2 Capitalization 40 Section 4.3 Consents and Approvals 41 Section 4.4 Non-Contravention 42 Section 4.5 Financial Information 42 Section 4.6 Litigation and Claims 43 Section 4.7 Taxes 44 Section 4.8 Employee Benefits 47 Section 4.9 Permits 50 Section 4.10 Environmental Matters 50 Section 4.11 Intellectual Property 51 Section 4.12 Labor 52 Section 4.13 Contracts 52 Section 4.14 Absence of Changes 55 Section 4.15 Compliance 55 Section 4.16 Assets Under Management; Investment Advisory Activities 58 Section 4.17 Funds 59 Section 4.18 Advisory Clients 63 Section 4.19 ERISA Compliance 63 Section 4.20 Absence of Undisclosed Liabilities 63 Section 4.21 Real Property 64 Section 4.22 No Other Business 64 Section 4.23 Compliance With Laws 65 Section 4.24 Insurance 65 Section 4.25 Board and Stockholder Approval 66 Section 4.26 Finders’ Fees 66 Section 4.27 Affiliate Arrangements 66 Section 4.28 No Other Representations or Warranties 66 ARTICLE V
REPRESENTATIONS AND WARRANTIES RELATING TO THE. COMPANY ASSETS 15 Section 5.1 No Conflict; Consents 15 Section 5.2 Litigation 16 Section 5.3 Taxes 16 Section 5.4 Material Contracts 16 Section 5.5 Compliance with Laws; Permits 17 Section 5.6 Preferential Purchase Rights 17 Section 5.7 Payment of Royalties 17 Section 5.8 Current Commitments 17 Section 5.9 Brokers’ Fees 18
REPRESENTATIONS AND WARRANTIES RELATING TO THE. Vendors 10 4.1 Authority of the Vendors 10 4.2 No Solvency or Reorganization Proceedings 10 4.3 Authorization of Sale by Vendors 10 4.4 Validity of Agreement 11 4.5 Title to Purchased Shares 11 4.6 No Other Agreements or Options 11 4.7 No Conflicts 11 4.8 Required Regulatory Approvals 12 4.9 Legal Proceeding 12 4.10 Broker’s Fees 12
REPRESENTATIONS AND WARRANTIES RELATING TO THE. Company The Company represents and warrants to Purchaser as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE. Companies) to which its relevance is reasonably apparent from the face of such disclosure), Seller and Intermediate Holdco, as applicable, hereby represent and warrant to Purchaser, as of the date of this Agreement and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE. Companies) and the performance by Seller of its obligations hereunder, as of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Purchaser or, to the Knowledge of Purchaser, any other party thereto under any Financing Letter or otherwise cause any portion of the Financing to be unavailable or delayed. As of the date of this Agreement, Purchaser does not have any reason to believe that it or any other party thereto will be unable to satisfy on a timely basis any conditions to funding under any Financing Letter required to be satisfied by it, that the conditions thereof will not otherwise be satisfied, or that the full amount of the Financing will not be available, in each case on the Closing Date assuming compliance by Seller with this Agreement and the satisfaction (or to the extent permitted, waiver) of the conditions set forth in Article VI (Conditions Precedent) (other than those conditions that by their terms are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing). The only conditions precedent or other contingencies (including the market flex provisions) related to the obligations of the parties to the Equity Commitment Letters to fund their respective portions of the full amount of the Equity Financing and the Lenders to fund the full amount of the Debt Financing are those expressly set forth in the Equity Commitment Letters and the Debt Commitment Letter, respectively. As of the date of this Agreement, there are no side letters (other than bond placement engagement letters and fee credit letters) or any other Contracts, arrangements or understandings to which Purchaser or any Affiliate thereof is a party related to the Financing other than as expressly contained in the Financing Letters and delivered to Seller prior to the date of this Agreement.
REPRESENTATIONS AND WARRANTIES RELATING TO THE. ‘211 Patent. To the best of Kou’s knowledge on and before the effective date of this Agreement, Kou represents and warrants that: (i) the ‘211 Patent is valid and enforceable; (ii) the ‘211 Patent is not the subject of any action, lawsuit, or proceeding, including but not limited to, any action, lawsuit, or proceeding where the validity or enforceability of the ‘211 Patent may be at issue; (iii) there is no third party who may be infringing any claim of the ‘211 Patent; (iv) no third party has alleged or sent any communication to Kou that the ‘211 Patent may be invalid or unenforceable; and (v) there are no other filed or pending applications in the USPTO or other equivalent foreign agency in Kou’s name or that may name Kou as an inventor and that may claim any invention related to the ‘211 Patent, including but not limited to, applications designated as continuations, continuations-in-part, provisionals, or divisionals; and (v) if there are such applications, they are assigned in accordance with the terms of the Patent Assignment.
REPRESENTATIONS AND WARRANTIES RELATING TO THE. COMPANY Seller hereby represents and warrants to Buyer as follows: Section 3.1
REPRESENTATIONS AND WARRANTIES RELATING TO THE. Vendors Regarding the Purchased Shares Each Vendor for himself, herself or itself, as the case may be, severally (and not jointly and severally) represents and warrants to the Purchaser as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE. Receivables. To induce the Purchasers to purchase the Receivables the Seller ----------- hereby represents and warrants to the Managing Facility Agent and each Purchaser with respect to Receivables being purchased or substituted on each Settlement Date (including each Special Settlement Date) or the Closing Date that:
