Parent and Merger Sub Representations and Warranties. As of the date of this Agreement, Parent and Merger Sub each hereby represent and warrant as follows:
Parent and Merger Sub Representations and Warranties. The representations and warranties of Parent and Merger Sub set forth in this Agreement shall terminate at the Effective Time.
Parent and Merger Sub Representations and Warranties. The obligation of the Company to effect the Merger is further subject to the conditions that (a) the representations and warranties of Parent contained herein shall be true and correct in all respects as of the Effective Time with the same effect as though made as of the Effective Time except (i) for changes specifically permitted by the terms of this Agreement and (ii) that the accuracy of representations and warranties that by their terms speak as of the date of this Agreement or some other date will be determined as of such date, (b) Parent shall have performed in all material respects all obligations and complied with all covenants required by this Agreement to be performed or complied with by it prior to the Effective Time and (c) Parent shall have delivered to the Company a certificate, dated the Effective Time and signed by its Chief Executive Officer, Chief Financial Officer or a Senior Vice President, certifying to both such effects.
Parent and Merger Sub Representations and Warranties. Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company that:
Parent and Merger Sub Representations and Warranties. Each representation and warranty of (i) Parent set forth in Article 4 and Merger Sub set forth in Section 2 of the Joinder (following its execution), without giving effect to any qualifications as to materiality or Parent Material Adverse Effect or other similar qualifications contained therein, shall be true and correct as of the date of this Agreement (or the date of the Joinder, as applicable) and at and as of the Effective Time as though made at and as of the Effective Time, except for representations and warranties that relate to a specific date or time (which need only be true and correct as of such date or time), and except as has not had and would not reasonably be expected to have, individually or in the aggregate with all other failures to be true or correct, a Parent Material Adverse Effect.
Parent and Merger Sub Representations and Warranties. The representations and warranties of Parent and Merger Sub contained herein shall be true and correct in all respects as of the Effective Time with the same effect as though made as of the Effective Time except for such exceptions and qualifications which, in the aggregate, for all such representations and warranties would not have a Material Adverse Effect on Parent and except (i) for changes specifically permitted by the terms of this Agreement and (ii) that the accuracy of representations and warranties that by their terms speak as of the date of this Agreement or some other date will be determined as of such date.
Parent and Merger Sub Representations and Warranties. Parent and Merger Sub, jointly and severally, represent and warrant to the Company that the statements contained in this ARTICLE IV are true, correct and complete as of the date of this Agreement and as of the Closing Date.
Parent and Merger Sub Representations and Warranties. Parent and Merger Sub represent and warrant to Company as set forth below:
(a) Parent is a private company limited by shares duly organized, validly existing, and in good standing under the laws of Singapore.
(b) Merger Sub is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.
(c) As of the date hereof:
(i) one (1) ordinary share of Parent was issued and outstanding;
(ii) Parent has no options, warrants or other convertible securities issued or outstanding;
(iii) the authorized capital of Merger Sub consists of one thousand (1,000) shares of common stock, par value $0.001 per share. As of the date of this Agreement, one thousand (1,000) shares of common stock of Merger Sub are issued and outstanding, and held of record by Parent; and
(iv) Merger Sub has no options, warrants or other convertible securities issued or outstanding.
(d) The ordinary shares of Parent issuable as the Merger Consideration will, upon their issuance, be validly issued and outstanding, fully paid and non-assessable ordinary shares of Parent.
(e) The Parent Board, by consent resolutions duly adopted and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are in the best interests of Parent and its shareholders, and (ii) approved this Agreement, the Merger and the issuance of the Merger Consideration, (iii) recommended that the sole shareholder of Parent approve and adopt this Agreement and approve the Merger; and (iv) directed that this Agreement and the transactions contemplated hereby be submitted for consideration and approval by the sole shareholder of Parent at an Extraordinary General Meeting of the Company held for the purpose of approving the Agreement and the Merger.
Parent and Merger Sub Representations and Warranties. The representations and warranties of Parent and Merger Sub contained in this Agreement or in any exhibit, schedule or certificate required to be delivered pursuant to this Agreement shall survive the Closing until the fifteen (15) month anniversary of the Effective Time. If written notice of a claim has been given prior to the expiration of the survival period set forth in this Section 9.1(b) by a Seller Indemnitee, then the relevant survival period shall be extended as to such claim until such claim has been finally resolved and, as to any such claim, such applicable survival period will not adversely affect the rights to indemnification, compensation and reimbursement of the party making such claim. Notwithstanding anything to the contrary, nothing in this Section 9.1(b) or elsewhere in this Agreement limits a claim based upon fraud, willful breach or intentional misrepresentation which claim may be brought at any time without regard to any survival period or statute of limitations referenced above.
Parent and Merger Sub Representations and Warranties. The representations and warranties of Parent and Merger Sub contained herein shall be true and correct in all material respects except (i) for changes specifically permitted by the terms of this Agreement and (ii) that the accuracy of representations and warranties that by their terms speak as of the date of this Agreement or some other date will be determined as of such date.
