PARENT AND MERGER SUB Parent and Merger Sub hereby represent and warrant to the Company as follows:
Seller Closing Deliverables At the Closing, Seller shall deliver or cause to be delivered to Buyer:
Reliance by Parent and Merger Sub Such Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.
Closing Deliverables (a) At the Closing, Seller shall deliver to Buyer the following:
Covenants of Parent and Merger Sub Parent and Merger Sub covenant and agree with Company as follows:
Performance of Obligations of Parent and Merger Sub Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Effective Time.
Seller’s Closing Deliverables At or prior to the Closing, Seller shall deliver, or cause to be delivered, to Buyer each of the following:
Organization of Parent and Merger Sub (a) Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parent.
Operations of Merger Sub Merger Sub is a direct, wholly owned subsidiary of Parent, was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.
Deliverables Upon completion of each Test for each Reviewable Receivable, the Asset Representations Reviewer shall record a finding based on the issues discovered. Findings categories are listed as follows: • Evidence that the applicable Test was satisfied (“Satisfied Test”); • Evidence that the applicable Test was not satisfied (“Unsatisfied Test”); and • Test incomplete as a result of missing or insufficient documentation (“Unsatisfied Test – Missing Required Documents”).
