REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY. The Selling Members, jointly and severally, hereby represent and warrant to Purchaser that:
REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY. The TCP Entities, jointly and severally, represent and warrant to each Underwriter as of the date hereof, the Applicable Time and the Closing Time (as defined below), and agree with each Underwriter, as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY. The Company represents and warrants to Purchaser as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY. The THL Entities, jointly and severally, hereby represent and warrant to each Underwriter as of the date hereof, as of the Applicable Time referred to in Section 1(a)(i) hereof, as of the Closing Time referred to in Section 2(c) hereof, and as of each Date of Delivery (if any) referred to in Section 2(b) hereof, and agrees with each Underwriter, as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY. The Company and the Advisor, jointly and severally, hereby represent and warrant to each Underwriter as of the date hereof, as of the Applicable Time referred to in Section 1(a)(i) hereof, as of the Closing Time referred to in Section 2(c) hereof, and as of each Date of Delivery (if any) referred to in Section 2(b) hereof, and agrees with each Underwriter, as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY. Section 3.01 Corporate Organization; Due Authorization 35 Section 3.02 Governing Documents and Subsidiaries 36 Section 3.03 Consents 36 Section 3.04 Capitalization. 36 Section 3.05 Capitalization of Subsidiaries 37 Section 3.06 Financial Statements 38 Section 3.07 Undisclosed Liabilities 39 Section 3.08 Litigation 39 Section 3.09 Compliance with Laws 40 Section 3.10 Material Contracts 41 Section 3.11 Company Benefit Plans 45 Section 3.12 Labor Matters 46 Section 3.13 Taxes 47 Section 3.14 Insurance 48 Section 3.15 Permits 49 Section 3.16 Property 49 Section 3.17 Intellectual Property; IT Security; Data Privacy. 50 Section 3.18 Environmental Matters 55 Section 3.19 Absence of Changes 55 Section 3.20 Transactions with Affiliates 56 Section 3.21 Brokers 56 ARTICLE IV REPRESENTATIONS AND WARRANTIES RELATING TO PARENT, LISTCO AND MERGER SUB Section 4.01 Corporate Organization 56 Section 4.02 Due Authorization 57 Section 4.03 Consents and Requisite Governmental Approvals; No Violations 57 Section 4.04 Capitalization 58 Section 4.05 Business Activities 59 Section 4.06 Taxes 59 Section 4.07 Investment Company Act 60 Section 4.08 Brokers 60 Section 4.09 Information Supplied. 60 Section 4.10 UK Takeover Code 60 ARTICLE V
REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY. As a material inducement to the Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, the Company and each of the Sellers, jointly and severally, represent and warrant to the Buyer, as of the date hereof and as of the Closing, as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY. The Company represents and warrants that:
REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY. Except as disclosed in the Disclosure Schedule, Seller hereby represents and warrants to Buyer as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY. The Gxxxxxxx Entities, jointly and severally, hereby represent and warrant to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agree with each Underwriter, as follows:
