REPRESENTATIONS AND WARRANTIES CONCERNING. THE PURCHASED ASSETS 19 Section 4.1 Representations and Warranties Concerning the Purchased Assets 19 ARTICLE 5 PRE-CLOSING COVENANTS 25 Section 5 1 Reasonable Efforts 25 Section 5.2 Notices and Consents 25 Section 5.3 Operation of Business 26 Section 5 4 Access to Information 26 Section 5.5 Contact with Customers and Vendors 27 Section 5.6 Schedules 27 Section 5.7 FTZ Subzone Status 27 Section 5.8 Financial Statements 28 ARTICLE 6 OTHER COVENANTS 28 Section 6.1 Further Actions 28 Section 6.2 Retention of and Access to Books and Records 28 Section 6.3 Access to Purchased Assets 29 Section 6.4 Seller’s Name; Removal of Logos and Signs 29 Section 6.5 Employee Matters 30 Section 6.6 Intellectual Property Matters 30 Section 6.7 Release and Replacement of Bonds, Guaranties, etc. 30 Section 6.8 WARN Act 31 Section 6.9 Environmental Matters 31 Section 6.10 Xxxxxx 32 Section 6.11 Vehicles 32 Section 6.12 Pipelines 32 Section 6.13 Casualty and Condemnation 33 Section 6.14 Title Insurance 34 i Highly Confidential TABLE OF CONTENTS (continued) Page Section 6.15 Shared Spare Part 34 ARTICLE 7 CONDITIONS PRECEDENT 35 Section 7.1 Conditions to Obligation of the Buyer 35 Section 7.2 Conditions to Obligation of the Seller 36 ARTICLE 8 REMEDIES FOR BREACHES OF AGREEMENT 36 Section 8.1 Survival of Representations, Warranties and Certain Covenants 36 Section 8.2 Indemnification Provisions for Benefit of the Buyer 37 Section 8.3 Indemnification Provisions for Benefit of the Seller 37 Section 8.4 Limitations of Liability 38 Section 8.5 Exclusive Remedy 38 Section 8.6 Matters Involving Third Parties 38 Section 8.7 Procedures 39 Section 8.8 Determination of Amount of Adverse Consequences 40 Section 8.9 Limitation of Damages 40 Section 8.10 Tax Treatment of Indemnity Payments 40 Section 8.11 Specific Performance 40 ARTICLE 9 TERMINATION OF AGREEMENT 41 Section 9.1 Termination of Agreement 41 Section 9.2 Effect of Termination 42 ARTICLE 10 TAX MATTERS 42 Section 10.1 Filing of Tax Returns and Payment of Taxes 42 Section 10.2 Straddle Period Taxes 42 Section 10.3 Ohio Combined State, County and Local Sales Taxes 43 Section 10.4 Transfer Taxes 43 Section 10.5 Assistance and Cooperation 43 Section 10.6 Access to Information 43 Section 10.7 Tax Indemnity 44 Section 10.8 Tax Indemnity Claims 44 Section 10.9 Tax Refunds 44 Section 10.10 Certification of Nonforeign Status 45 Section 10.11 Non-Ohio Sales Taxes 45 ARTICLE 11 MISCELLANEOUS 45 Section 11.1 Press Releases and Confidentiality ...
REPRESENTATIONS AND WARRANTIES CONCERNING. THE TRANSACTION
REPRESENTATIONS AND WARRANTIES CONCERNING. THE ACQUIRED ENTITIES 10 4.1 Entity Status 10 4.2 Power and Authority; Enforceability 10 4.3 No Violation 10 4.4 Brokers’ Fees 10 4.5 Capitalization 11 4.6 Records 11 4.7 Acquired Subsidiary 12 4.8 Financial Statements 12 4.9 Subsequent Events 13 4.10 Liabilities 15 Page
REPRESENTATIONS AND WARRANTIES CONCERNING. THE ACQUIRED COMPANIES 35 5.1 Organization and Good Standing 35 5.2 Capitalization; Subsidiaries; Indebtedness; Minute Books 36 5.3 Authority and Enforceability 38 5.4 No Conflicts; Consents 38 5.5 Financial Statements; No Liabilities; Accounts Receivable 39 5.6 Taxes 41 5.7 Compliance with Law; Orders; Permits 43 5.8 Properties and Assets 44 5.9 Real Property 45 5.10 Intellectual Property 45 5.11 Software and Information Systems 47 5.12 Absence of Certain Changes or Events 48 5.13 Contracts 50 5.14 Litigation 54 5.15 Employee Benefits 54 5.16 Labor and Employment Matters 56 5.17 Environmental 57 5.18 Insurance 57 5.19 Customers 58 5.20 Suppliers 58 5.21 Affiliate Transactions 58 5.22 Brokers’ Fees 59 5.23 FCPA 59 5.24 Product and Service Warranties 59 5.25 Bank Accounts 59 5.26 No Other Representations or Warranties 60
REPRESENTATIONS AND WARRANTIES CONCERNING. [***] hereby represents and warrants to PDI that the representations and warranties set forth on Exhibit B attached hereto are true and correct. The inclusion of any information in any section of the exhibits hereto or any other document delivered by [***] pursuant to this Agreement shall not be deemed to be an admission or evidence of the materiality of such item, nor shall it establish a standard of materiality for any purpose whatsoever. *** Confidential material which has been omitted and filed separately with the Securities and Exchange Commission.
REPRESENTATIONS AND WARRANTIES CONCERNING. COMPANY Seller and Parent represent and warrant to Buyer that the statements contained in this Article 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then, and as though the Closing Date were substituted for the date of this Agreement throughout this Article 3), except as otherwise set forth in the corresponding section of the Disclosure Schedule. 3.1
REPRESENTATIONS AND WARRANTIES CONCERNING. SELLER Seller hereby represents and warrants to Buyer that each statement contained in this ARTICLE II is true and correct as of the date hereof (or on the date when made in the case of any representation or warranty which specifically relates to an earlier date) (and Seller further agrees that, if the Closing occurs, then at the time of the Closing each representation and warranty set forth in this ARTICLE II will be deemed to be remade by Seller at and as of the time of the Closing), except as set forth in the Disclosure Schedules accompanying this Agreement (collectively, the “Disclosure Schedules”). The Disclosure Schedules have been arranged in sections corresponding to the sections of this ARTICLE II. Each section of the Disclosure Schedules shall be deemed to incorporate by reference all exceptions to any representation and warranty set forth in the Disclosure Schedules for which disclosure is reasonably apparent. 2.1
REPRESENTATIONS AND WARRANTIES CONCERNING the Transaction the ------------------------------------------------------------- Transaction. -----------
REPRESENTATIONS AND WARRANTIES CONCERNING. THE COMPANY 11 (a) Organization, Qualification and Corporate Power..............................11 (b) Capitalization...............................................................11 (c) Noncontravention.............................................................12 (d)
REPRESENTATIONS AND WARRANTIES CONCERNING. THE TRANSACTION 3 3.1 Representations and Warranties of Sellers.................. 3 3.2
