REPRESENTATIONS AND WARRANTIES OF COMPANY AND STOCKHOLDERS. 10 5.1 Due Organization................................................10 5.2 Authorization...................................................11 5.3 Capital Stock of the COMPANY....................................11 5.4 Transactions in Capital Stock; Organization Accounting..........11 5.5
REPRESENTATIONS AND WARRANTIES OF COMPANY AND STOCKHOLDERS. The COMPANY and each of the STOCKHOLDERS jointly and severally represent and warrant that all of the following representations and warranties in this Section 5(A) are true at the date of this Agreement and, subject to Section 7.9 hereof, shall be true at the time of Pre-Closing and the Closing Date, and that such representations and warranties shall survive the Closing Date for a period of four (4) years (the last day of such period being hereinafter called the "Expiration Date"), except that (i) the warranties and representations set forth in Section 5.13 hereof shall survive the Closing Date for a period of eight (8) years, the last day of which shall be deemed to be the Expiration Date for Section 5.13, (ii) the warranties and representations set forth in Sections 5.19 and 5.20 hereof shall survive the Closing Date until such date as the limitations period has run for each act, inaction, fact, event or circumstance which constitutes a breach thereof, which date shall be deemed to be the Expiration Date for Sections 5.19 and 5.20, (iii) the warranties and representations set forth in Section 5.22 hereof shall survive the Closing Date until such date as the limitations period has run for all tax periods ended on or prior to the Closing Date, which date shall be deemed to be the Expiration Date for Section 5.22, and (iv) solely for purposes of Section 11.1(iii) hereof, all warranties and representations shall survive until such date as the limitations period has run under the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934, as amended (the "1934 Act"), and all other applicable Federal or state securities laws, which date shall be deemed to be the Expiration Date for purposes of Section 11.1(iii) hereof.
REPRESENTATIONS AND WARRANTIES OF COMPANY AND STOCKHOLDERS. (A) Representations and Warranties of COMPANY and STOCKHOLDERS.
REPRESENTATIONS AND WARRANTIES OF COMPANY AND STOCKHOLDERS. Each of the Company and the Stockholders jointly and severally represents and warrants that all of the following representations and warranties in this Section 4(A) are true at the date of this Agreement and, subject to Section 6.8 hereof, shall be true at the time of Closing and the Funding and Consummation Date. Each of the Company and the Stockholders agrees that such representations and warranties shall survive the Funding and Consummation Date for a period of two years (the last day of such period being the "Expiration Date"), except that (i) the warranties and representations set forth in Section 4.22 hereof shall survive until such time as the limitations period has run for all Tax periods ended on or prior to or including the Funding and Consummation Date, which shall be deemed to be the Expiration Date for Section 4.22, (ii) the warranties and representations set forth in Section 4.29(c) hereof shall survive until such time as the limitations period has run for determining the Tax treatment of the transaction contemplated herein, and (iii) solely for purposes of determining whether a claim for indemnification under Section 10.1(iii) hereof has been made on a timely basis, and solely to the extent that in connection with the IPO, QSI actually incurs liability under the 1933 Act, the 1934 Act, or any other federal or state securities laws as a result of a breach of a representation or warranty by the Company or a Stockholder, the representations and warranties set forth herein shall survive until the expiration of any applicable limitations period, which shall be deemed to be the Expiration Date for such purposes. For purposes of this Section 4, the term "Company" shall mean and refer to the Company and all of its Subsidiaries.
REPRESENTATIONS AND WARRANTIES OF COMPANY AND STOCKHOLDERS. Each of the COMPANY and the STOCKHOLDERS jointly and severally represent and warrant that all of the following representations and warranties in this Section 5(A) are true at the date of this Agreement and, subject to Section 7.8 hereof, shall be true at the time of Closing and the Funding and Consummation Date, and that such representations and warranties shall survive the Funding and Consummation Date for a period of twelve months (the last day of such period being the "Expiration Date"), except that the warranties and representations set forth in Section 5.22 hereof shall survive until such time as the limitations period has run for all tax periods ended on or prior to the Funding and Consummation Date, which shall be deemed to be the Expiration Date for Section 5.22. For purposes of this Section 5, the term COMPANY shall mean and refer to the COMPANY and all of its subsidiaries.
REPRESENTATIONS AND WARRANTIES OF COMPANY AND STOCKHOLDERS. Except as set forth in the Company Disclosure Letter attached to this Agreement (the “Company Disclosure Letter”), the Company and the Stockholders, jointly and severally, represent and warrant to the Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF COMPANY AND STOCKHOLDERS. 5 5.1 Due Organization....................................................................... 6 5.2
REPRESENTATIONS AND WARRANTIES OF COMPANY AND STOCKHOLDERS. (A) Representations and Warranties of the COMPANY and the STOCKHOLDERS Each of the COMPANY and the STOCKHOLDERS jointly and severally represents and warrants to CTS and NEWCO that all of the following representations and warranties in this Section 5(A) are true and correct at the date of this Agreement and, subject to Section 7.8 hereof, shall be true and correct at the time of the Pre-Closing and the Closing Date, and that such representations and warranties shall survive the Closing Date for a period of eighteen months (the last day of such period being the "Expiration Date"), except that (i) the representations and warranties set forth in Section 5.22 hereof shall survive until such time as the statute of limitations period has run for all tax periods
REPRESENTATIONS AND WARRANTIES OF COMPANY AND STOCKHOLDERS. 11 5.1 Due Organization 11 5.2 Authorization 12 5.3 Capital Stock of the COMPANY 12 5.4 Transactions in Capital Stock; Organization Accounting 12 5.5 No Bonus Shares 13 5.6 Subsidiaries 13 5.7 Predecessor Status; etc 13 5.8 Spinoff by the COMPANY 14 5.9 Financial Statements 14 5.10 Liabilities and Obligations 14 5.11 Accounts and Notes Receivable 15 5.12 Intellectual Property; Permits and Intangibles 16 5.13 Environmental Matters 17 5.14 Personal Property 18 5.15 Significant Customers; Material Contracts and Commitments 18 5.16 Real Property 19 5.17 Insurance 20 5.18 Compensation; Employment Agreements; Organized Labor Matters 20 5.19 Employee Plans 21 5.20 Compliance with ERISA 22 5.21 Conformity with Law; Litigation 23 5.22 Taxes 23 5.23 No Violations 27 i
REPRESENTATIONS AND WARRANTIES OF COMPANY AND STOCKHOLDERS. (A) Representations and Warranties of COMPANY and STOCKHOLDERS. Each of the COMPANY and the STOCKHOLDERS jointly and severally represents and warrants that all of the following representations and warranties in this Section 5(A) are true at the date of this Agreement and, subject to Section 7.8 hereof, shall be true at the time of Closing and the Funding and Consummation Date; provided, however, that representations and warranties relating to the LLC shall be true only at the time of Closing and the Funding and Consummation Date. Each of the COMPANY and the STOCKHOLDERS agrees that such representations and warranties shall survive the Funding and Consummation Date for a period of two years (the last day of such period being the "Expiration Date"), except that (i) the warranties and representations set forth in Section 5.22 hereof shall survive until such time as the limitations period has run for all Tax periods ended on or prior to the Funding and Consummation Date, which shall be deemed to be the Expiration Date for Section 5.22 and (ii) solely for purposes of determining whether a claim for indemnification under Section 11.1(iii) hereof has been made on a timely basis, and solely to the extent that in connection with
