OF PURCHASER. Purchaser represents and warrants to Seller as follows:
OF PURCHASER. Ranger Holdings owns 100% of the outstanding equity securities and other interests (and rights to acquire equity securities or other interests) of Purchaser. None of the foregoing ownership interests have been granted in Breach of any preemptive rights. Except as set forth in Section 3.3 of the Disclosure Schedule, Purchaser does not have any outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, preemptive rights, or other Contracts or commitments that could require Purchaser to issue, sell, or otherwise cause to become outstanding any equity securities or other interests, or securities convertible or exchangeable for, or any options, warrants, or rights to purchase, any of such equity securities or other interests. There are no outstanding obligations of Purchaser to repurchase, redeem, or otherwise acquire any of its equity securities or other interests. Except as set forth in Section 3.3 of the Disclosure Schedule, there are no outstanding or authorized share appreciation, phantom equity, profit participation, or similar rights with respect to Purchaser. Except as set forth in Section 3.3 of the Disclosure Schedule, there are no voting agreements, voting trusts, proxies, registration rights agreements, member agreements, or other Contracts with respect to any of the equity securities or other interests of Purchaser.
OF PURCHASER. (a) After the Closing, the Seller Parties shall jointly and severally indemnify each of Parent, Purchaser and their Affiliates (including the Acquired Companies), and their respective directors, members, officers, equity holders, partners, employees, agents, subsidiaries, representatives and successors and assigns (collectively, the “Purchaser Indemnified Parties”), and save and hold each of the Purchaser Indemnified Parties harmless from and against and pay or reimburse the Purchaser Indemnified Parties as and when incurred for:
(i) any and all Losses which any Purchaser Indemnified Party may suffer, sustain or become subject to, to the extent resulting from or arising out of any inaccuracy in or breach of any representation or warranty of the Seller Parties or the Acquired Companies contained in this Agreement as of the date hereof or as of the Closing Date;
(ii) any and all Losses which any Purchaser Indemnified Party may suffer, sustain or become subject to, to the extent resulting from or arising out of, any nonfulfillment or breach of any covenant or agreement on the part of the Acquired Companies prior to the Closing or on the part of the Seller Parties;
(iii) any and all Losses resulting from or arising out of any (A) Taxes of or with respect to the Acquired Companies for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (as allocated, in the case of a Straddle Period, pursuant to Section 6.7(d) hereof) (“Pre-Closing Tax Period”), (B) Taxes of the Seller Parties with respect to any taxable period attributable to an Acquired Company, (C) Taxes imposed on or with respect to an Acquired Company under Section 965 of the Code, (D) Taxes arising or resulting from the breach of any covenants or agreements of the Seller Parties or, for covenants or agreements arising in, attributable or relating to a Pre-Closing Tax Period, Acquired Companies under this Agreement, (E) Transfer Taxes for which the Seller Parties are responsible pursuant to Section 6.7(d), (F) Taxes of any member of an affiliated, consolidated, combined or unitary group for which an Acquired Company (or any predecessor thereof) is or was liable as a result of being a member of such affiliated, consolidated, combined or unitary group on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar U.S. st...
OF PURCHASER. (a) Seller hereby agrees to indemnify and hold Purchaser harmless against each and every claim, demand, loss, liability, damage, or expense (including, without limitation, any settlement payment, reasonable attorneys' fees, and other expenses incurred in litigation or settlement or any claims) of whatever nature suffered by Purchaser or arising out of or in connection with (i) the conduct of the business of Motion Control up to the Effective Date (other than the Assumed Liabilities set forth on Schedule 1.6), and (ii) any material breach of warranty, covenant, or agreement or any material misrepresentation of Seller contained in this Agreement or in any Schedule or Exhibit attached-to or furnished pursuant to this Agreement any other document furnished or required to be furnished in connection with this Agreement or pursuant hereto.
(b) Seller hereby agrees to indemnify and hold Purchaser harmless against each and every claim, demand, loss, liability, damage, or expense, based on or rising out of environmental matters attributable to Seller's operation of its business, including Seller's use and occupation of the Location, including, without limitation, contamination or cleanup of contamination (also including, without limitation, any settlement payment, reasonable attorney's fees, and other expenses incurred in litigation or settlement of any claims) that may occur prior to the Effective Date.
OF PURCHASER. As used in Section 7.2 of this Agreement, the phrase “current actual knowledge” of Purchaser means, and shall be limited to, the actual conscious knowledge of Xxxxx X. Xxxx and Xxxxx Xxxxxxxx (not including any constructive, imputed or implied knowledge), without special investigation or inquiry, in their respective representative capacities only (with no personal liability of any kind).
OF PURCHASER. As a material inducement to the Sellers to enter into this Agreement and to consummate the transactions contemplated hereby, Purchaser makes the following representations and warranties to Sellers as of the date of this Agreement (or if made as of a specific date, as of such date) and as of the Closing Date:
OF PURCHASER. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES IN ARTICLE III AND IN THE OTHER AGREEMENTS, NEITHER PURCHASER NOR ANY OF ITS AFFILIATES IS MAKING ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER.
OF PURCHASER. Except as set forth in the disclosure schedule delivered to Seller prior to the execution of this Agreement (the “Purchaser Disclosure Schedule”) (provided that disclosure in any section of the Purchaser Disclosure Schedule (other than Sections 4.1, 4.2 and 4.3 of the Purchaser Disclosure Schedule, which matters shall be disclosed only by specific disclosure in the respective section of the Purchaser Disclosure Schedule) shall apply to any other section to the extent that the relevance of such disclosure to such other section is reasonably apparent), Purchaser represents and warrants to Seller as follows:
OF PURCHASER. Purchaser warrants that:
a. It has the right and authority to enter into this Agreement; and
b. Will advise Supplier of any claim for damages or breach of warranty with respect to Product asserted by it or a customer purchasing Product.
OF PURCHASER. All issued and outstanding shares of the capital stock of Purchaser are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. There were outstanding as of December 31, 2000 no options, warrants or other rights to acquire capital stock from Purchaser other than options, restricted stock and share equivalents representing in the aggregate the right to purchase no more than 6,841,078 shares of Purchaser Common Stock. All shares of Purchaser Common Stock to be issued in connection with the Merger and the other transactions contemplated hereby (including without limitation all shares of Purchaser Common Stock to be issued upon exercise of the Converted Options) will, when issued in accordance with the terms hereof, have been duly authorized, validly issued, full paid and non-assessable, free and clear of all Liens. As of the date hereof, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Purchaser is a party or by which it is bound relating to the voting of any shares of the capital stock of the Purchaser.
