REPRESENTATIONS AND WARRANTIES REGARDING THE BUYER. By its execution of this Agreement, the Buyer represents and warrants to the Seller that:
REPRESENTATIONS AND WARRANTIES REGARDING THE BUYER. The Buyer represents and warrants to the Sellers as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE BUYER. The Buyer represents and warrants to the Seller as of the date of this Agreement and, on the Closing Date, as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE BUYER. The Buyer represents and warrants to Seller that the statements contained in this Article IV 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 IV).
REPRESENTATIONS AND WARRANTIES REGARDING THE BUYER. The Buyer represents and warrants to the Sellers as follows: 5.1
REPRESENTATIONS AND WARRANTIES REGARDING THE BUYER. The Buyer hereby represents and warrants to the Seller as follows as of the date hereof and as of the Closing Date (except for such representations and warranties which address matters only as of a specific date, which representations and warranties shall be true and correct as of such specific date):
REPRESENTATIONS AND WARRANTIES REGARDING THE BUYER. The representations and warranties of the Buyer set forth in this Agreement (including in any schedule or exhibit attached hereto, or in any certificate, document or instrument delivered pursuant hereto) shall terminate at the Closing.
REPRESENTATIONS AND WARRANTIES REGARDING THE BUYER. AND MERGER SUB 51 4.1 Organization and Authority 51 4.2 No Conflicts 51 4.3 Litigation 51 4.4 No Brokers’ Fees 51 4.5 Approvals and Financing 52 4.6 Solvency 52 ARTICLE V PRE-CLOSING COVENANTS 52 5.1 Efforts 52 5.2 Approvals and Consents 52 5.3 Operation of Business 53 5.4 Access 56 5.5 Notification 57 5.6 Press Releases and Public Announcements 57 5.7 Exclusivity 57 5.8 Section 280G Cleansing Vote 58 5.9 Financial Statements 58 5.10 Data Xxxx 00 5.11 Cooperation 59 5.12 Written Consents; Information Statement 60 5.13 Section 409A 60 5.14 Section 401(a) 60 ARTICLE VI CLOSING CONDITIONS 61 6.1 Conditions to the Buyer’s Obligations 61 6.2 Conditions to the EUSA’s Obligations 63 ARTICLE VII TERMINATION 63 7.1 Termination Events 63 7.2 Effect of Termination 64 ARTICLE VIII INDEMNIFICATION 64 8.1 Indemnification by the Participants 64 8.2 Indemnification by the Buyer 65 8.3 Survival and Time Limitations 66 8.4 Limitations on Indemnification by the Participants 66 8.5 Third-Party Claims 68 8.6 Exclusive Remedy 72 8.7 Procedure for Direct Claims 72 ARTICLE IX TAX MATTERS 73 9.1 Preparation of Tax Returns and Payment of Taxes 73 9.2 Certain Deductible Matters 74 9.3 Cooperation of Tax Matters 74 9.4 Transfer Taxes 75 9.5 Tax Claims 75 9.6 Amended Tax Returns 76 9.7 Tax Refunds 76 ARTICLE X POST-CLOSING COVENANTS 76 10.1 Indemnification 76 10.2 Retention of and Access to Books and Records and Personnel 77 10.3 Certain Employment Covenants 78 ARTICLE XI MISCELLANEOUS 78 11.1 Further Assurances 78 11.2 No Third-Party Beneficiaries 79 11.3 Entire Agreement 79 11.4 Successors and Assigns 79 11.5 Counterparts 79 11.6 Notices 79 11.7 Jurisdiction and Venue of Disputes; Waiver of Jury Trial 81 11.8 Governing Law 81 11.9 Amendments and Waivers 81 11.10 Severability 82 11.11 Expenses 82 11.12 Disclosure Schedule 82 11.13 Construction 82 11.14 Specific Performance 83 11.15 Time Is of the Essence 83 11.16 The Stockholders’ Representatives 83 11.17 Financing Sources 86 Exhibit Index: A Major Stockholders B Form of Written Consent C Form of Stockholder Agreement D Form of Charter Amendment E Form of Escrow Agreement F Form of Warrant Termination Agreement Schedule Index: Disclosure Schedule Schedule 5.2(a) Known Competition Law Filings Schedule 5.2(b)(i) Material Notices AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”) is entered into as of April 26, 2012 among Jazz Pharmaceuticals Public Limited Company, a public limited company formed under th...
REPRESENTATIONS AND WARRANTIES REGARDING THE BUYER. The Buyer represents and warrants to the Seller and the Equity Holders that the statements contained in this Article V are true and correct as of the date of this Agreement and will be true and correct as of the Closing as though made as of the Closing, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties will be true and correct as of such date):
REPRESENTATIONS AND WARRANTIES REGARDING THE BUYER. 22 5.1 Organization and Authority 22 5.2 No Conflicts 22 5.3 Alpine 4 Stock 23 5.4 No Undisclosed Liabilities 23 5.5 Legal Compliance 23 5.6 Litigation 23 5.7 Absence of Certain Changes 23 5.8 No Brokers’ or Finders’ Fees 23 5.9 Investment Intent 24 Article VI CLOSING CONDITIONS 24
