REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS. Each Seller, severally and not jointly, represents and warrants to Purchaser as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS. Each Seller hereby represents and warrants to Purchaser as to such Seller only, and on a several and not a joint basis, as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS. The Sellers hereby jointly and severally represent and warrant to the Purchasers as follows on the date hereof or on the Closing Date:
REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS. Except as set forth in the corresponding sections or subsections of the Disclosure Schedules attached hereto (each of which shall qualify only the specifically identified Sections or subsections hereof to which such Disclosure Schedule relates and each other Section or subsection hereby if the relevance of such disclosure to such other Section or subsection is readily apparent on its face), each Seller hereby severally represents and warrants to the Buyer, solely on behalf of itself, as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS. Each Seller, individually (and not on behalf of any other Seller) represents and warrants to Buyer, as of the Signing Date and the Closing Date (except to the extent any representation or warranty speaks as of an earlier date, in which case such representation or warranty is made as of such date), as follows (other than the representation and warranty made by Elite in Section 3.7, which representation and warranty is made solely by Elite and not the other Sellers):
REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS. As a material inducement to the Purchaser to enter into this Agreement and consummate the transactions contemplated hereby, each Seller represents and warrants to the Purchaser as of the date hereof as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS. AND THE VISTA BLOCKERS 45 6.1 Due Organization and Good Standing 45 6.2 Authorization of Transactions 45 6.3 Absence of Conflicts 45 6.4 Litigation 45 6.5 Brokerage 45 6.6 Ownership 45 6.7 Vista Blockers 45 6.8 Investment Representation 45 6.9 Restricted Securities 45 6.10 Resale of Shares 45 6.11 Disclaimer 45 ARTICLE 7 REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB 49 7.1 Organization and Power 49 7.2 Authorization 49 7.3 Absence of Conflicts 49 7.4 Litigation; Proceedings 49 7.5 Brokerage 49 7.6 Availability of Funds 49 7.7 Due Diligence Review 49 7.8 Restricted Securities 49 7.9 Capitalization of Purchaser and Merger Sub 49 7.10 Purchaser Shares 49 7.11 Purchaser SEC and NYSE Compliance 49 7.12 No Purchaser Material Adverse Effect 49 7.13 No Shareholder Approval 49 7.14 Registration Statement 49 7.15 Subsidiaries 49 7.16 Financial Statements 49 7.17 No Undisclosed Liabilities 49 7.18 Purchaser Material Contracts 49 7.19 Governmental Licenses and Permits 49 7.20 Compliance with Laws; Trade Control Laws 49 7.21 Affiliate Transactions 49 7.22 Taxes 49 7.23 No Reliance 49 7.24 Disclaimer 49 ARTICLE 8 TERMINATION 56 8.1 Termination 56 8.2 Effect of Termination 56 ARTICLE 9 ADDITIONAL AGREEMENTS; COVENANTS AFTER CLOSING 57 9.1 Non-Survival of Representations, Warranties, Covenants and Agreements 57 9.2 Mutual Assistance 57 9.3 Press Release and Announcements; Confidentiality 57 9.4 Expenses 57 9.5 Further Assurances 57 9.6 Transfer Taxes; Recording Charges 57 9.7 Directors and Officers Indemnification and Insurance 57 9.8 Tax Matters 57 9.9 Disputes; Arbitration Procedure 57 9.10 Sellers' Representative 57 9.11 Disclosure Schedules 57 9.12 Non-Solicit 57 9.13 Seller Guaranties 57 9.14 NYSE Listing 57 9.15 Registration of Purchaser Common Stock 57 9.16 Certificate Legend Removal 57 9.17 Lockup 57 9.18 Company Unitholder Approval 57 9.19 Change of Method 57 ARTICLE 10 MISCELLANEOUS 70 10.1 Amendment and Waiver 70 10.2 Notices 70 10.3 Assignment 70 10.4 Severability 70 10.5 No Strict Construction 70 10.6 Captions 70 10.7 No Third-Party Beneficiaries 70 10.8 Complete Agreement 70 10.9 Counterparts 70 10.10 Governing Law and Jurisdiction 70 10.11 Waiver of Jury Trial 70 10.12 Specific Performance 70 10.13 Attorney-Client Privilege and Conflict Waiver 70 LIST OF EXHIBITS AND SCHEDULES Exhibits Exhibit A Reorganization Deck Exhibit B Form of Contribution Agreement Exhibit C Distribution Waterfall Exhibit D Form of Stockholders Agreement Exhibit E Form o...
REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS. As a material inducement to the Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, each of the Sellers, severally and not jointly, hereby represents and warrants to Buyer, as of the date of this Agreement and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS. Each of the Sellers, severally and not jointly, represents and warrants to the Buyer that the following representations are true and complete as of the Closing Date:
REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS. Each Seller severally represents and warrants as follows:
