Parent Representations. All representations and warranties made by Parent and Merger Sub shall terminate and expire as of the Effective Time, and any liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease.
Parent Representations. Parent represents and warrants to each Holder that:
Parent Representations. All representations, warranties and covenants (except for those covenants requiring performance after the Effective Time) made by Parent and Merger Sub shall terminate and expire as of the Effective Time, and any liability of Parent or Merger Sub with respect to such representations, warranties and covenants (except for those covenants requiring performance after the Effective Time) shall thereupon cease.
Parent Representations. Notwithstanding any other representations and warranties in this Article V, the representations and warranties contained in this Section 5.9 constitute the sole representations and warranties of the Parent with respect to any Environmental Law, Environmental Permit, Environmental Claim, Releases or Hazardous Material.
Parent Representations. Parent hereby represents and warrants to Penwest and each member of the Penwest Group that the statements contained in this Section 9 are true and correct in all material respects on the date hereof:
Parent Representations. Subject to Section 5.1(c), the representations and warranties made by Parent and Merger Sub in this Agreement shall survive the Effective Time and shall expire on the Expiration Date; provided, however, that (i) the representations and warranties made pursuant to Sections 3.1, 3.3, 3.6, and 3.8 shall survive until 30 days after the expiration of the applicable statute of limitations governing such claims and (ii) if, at any time prior to the Expiration Date, any Stockholder Indemnitee properly delivers to Parent a Claim Notice, then the claim asserted in such Claim Notice shall survive the Expiration Date until such time as such claim is fully and finally resolved.
Parent Representations. (a) Parent (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to own its property and assets and to carry on its business as now conducted, (iii) is qualified to do business and in good standing in each jurisdiction where such qualification is required; except, in each case, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.
Parent Representations. In the case of the Parent:
Parent Representations. Parent represents and warrants to each Rollover Investor that:
Parent Representations. Parent represents that it knows of no facts that would be inconsistent with (i) the VRLP Contribution qualifying as a tax-free transaction described under Sections 351(a) and 1032(a) of the Code, (ii) the VRLP Distribution with respect to Parent qualifying as a tax-free distribution under Section 731(a) of the Code, (iii) the Distribution qualifying for the Tax-Free Status, or (iv) the Separate Contribution qualifying as a partnership contribution described under Section 721(a) of the Code.
