Parent Representations and Warranties. (i) The representations and warranties of Parent set forth in the first two sentences of Section 3.2(b)(i) and in Section 3.2(b)(ii) shall be true and correct in all respects, except for any de minimis inaccuracies, as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), (ii) the representations and warranties of Parent set forth in Section 3.2(l)(ii) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, (iii) the representations and warranties of Parent set forth in Section 3.2(a), Section 3.2(b) (other than the first two sentences of Section 3.2(b)(i) and Section 3.2(b)(ii)), Section 3.2(m), Section 3.2(n), Section 3.2(t), Section 3.2(u) and Section 3.2(v) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), and (iv) the other representations and warranties of Parent set forth in this Agreement shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct (disregarding all qualifications or limitations as to “materiality,” “Material Adverse Effect” and words of similar import set forth therein) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.
Parent Representations and Warranties. Parent hereby represents and warrants to Shareholder as follows:
(a) Parent has full legal right and capacity to execute and deliver this Agreement, to perform Parent’s obligations hereunder and to consummate the transactions contemplated hereby.
(b) This Agreement has been duly executed and delivered by Parent and the execution, delivery and performance of this Agreement by Parent and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Parent and no other actions or proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.
(c) Assuming due execution and delivery of this Agreement by Shareholder, this Agreement constitutes the valid and binding agreement of Parent, enforceable against Parent in accordance with its terms.
(d) As of the date hereof, to the Knowledge of Parent, there is no action, proceeding or investigation pending or, to the Knowledge of Parent, threatened against Parent before or by any Governmental Entity, that would, individually or in the aggregate, impair the ability of Parent to consummate the transactions contemplated hereby.
Parent Representations and Warranties. Each of the representations and warranties of each of Parent and Merger Sub contained in this Agreement that is qualified by materiality shall be true and correct on and as of the Closing Date as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date) and each of the representations and warranties that is not so qualified shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date), in each case except as contemplated or permitted by this Agreement, and the Company shall have received a certificate of the President or Chief Financial Officer of each of Parent and Merger Sub to such effect.
Parent Representations and Warranties. Subject to Section 10.8, each of Parent and Acquirer Sub jointly and severally represents and warrants to the Company as follows:
Parent Representations and Warranties. Parent represents and warrants to the Shareholders, severally but not jointly, that this Agreement has been duly and validly executed and delivered by Parent and, assuming this Agreement constitutes a valid and binding obligation of the Shareholders, constitutes a legal, valid and binding agreement of Parent enforceable against Parent in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles.
Parent Representations and Warranties. Parent represents and warrants to each Person party to this Joinder Agreement and the Intercreditor Agreement the following:
(a) It has the full power and authority and the legal right to make, deliver and perform, and has taken all necessary action, to authorize the execution, delivery and performance of this Joinder Agreement, and any and all other documents delivered by it in connection herewith and to fulfill its obligations under, and to consummate the transactions contemplated by, this Joinder Agreement and the Intercreditor Agreement, and no consent or authorization of, filing with, or other act by or in respect of any Governmental Authority, is required in connection herewith or therewith (except Lien filings done concurrently).
(b) This Joinder Agreement constitutes the legal and binding obligation of Parent.
(c) The execution, delivery and performance by Parent of this Joinder Agreement do not and will not conflict with or result in any breach or contravention of any New Agreement, any First Lien Credit Document or any Second Lien Credit Document.
(d) No event has occurred and is continuing that would constitute a default or an event of default under the existing First Lien Credit Documents or the Second Lien Credit Documents.
(e) Parent and any other applicable Grantor have performed in all material respects all agreements and satisfied all conditions which the Intercreditor Agreement provides shall be performed or satisfied by it on or before the date of this Joinder Agreement.
(f) The New Agreements create for the benefit of the New First Lien Claimholder Representative a valid and perfected security interest in the Common Collateral securing the New First Lien Obligations, and all filings and other actions necessary or desirable to perfect or protect such security interest have been duly taken or arrangements therefor satisfactory to the New First Lien Claimholder Representative have been made, subject to no prior Liens other than those created in favor of the Second Lien Collateral Trustee, the existing First Lien Claimholder Representative, the First Lien Claimholders or any Liens prior to any of the foregoing, and as otherwise not prohibited by any First Lien Credit Documents in existence immediately prior to the date hereof.
Parent Representations and Warranties. Parent represents and warrants to Buyer as follows:
Parent Representations and Warranties. Parent, Merger Sub 1, Merger Sub 2 and Merger Sub 3, jointly and severally, represent and warrant to the Company, subject to such exceptions as are set forth in the disclosure schedule delivered by Parent to the Company on the date hereof (the "Parent Disclosure Schedule"), which disclosure schedule shall provide an exception to or otherwise qualify the representations or warranties of Parent, Merger Sub 1, Merger Sub 2 or Merger Sub 3, as the case may be, specifically referred to in the applicable numbered and lettered sections and subsections of this Article V to which each exception refers as well as such other representations and warranties to the extent that it is reasonably apparent on the face of the Parent Disclosure Schedule that such disclosure is applicable.
Parent Representations and Warranties. Parent represents and warrants to the Holder that:
Parent Representations and Warranties. The representations and warranties of Parent and Merger Sub contained in this Agreement shall be true and correct in all respects on and as of the Closing Date, with the same force and effect as if made on and as of the Closing Date, except (i) for changes contemplated by this Agreement or by the Parent Disclosure Schedule, (ii) for those representations and warranties of the Parent or Merger Sub which address matters only as of a particular date (which shall have been true and correct as of such date, subject to the following clause (iii)), or (iii) where the failure to be true and correct would not reasonably be expected to have a Material Adverse Effect on Parent, and the Company shall have received a certificate to such effect signed by the President and the Chief Executive Officer of Parent.
