Reorganization Representations and Warranties Sample Clauses

Reorganization Representations and Warranties. 3.2.20.1 Following the Merger, Merger Sub will hold at least 90% of the fair market value of its net assets and at least 70% of the fair market value of its gross assets and at least 90% of the fair market value of Company's net assets and at least 70% of the fair market value of Company's gross assets held immediately prior to the Merger. Following the Second Step Merger and any loan described in Section 3.2.20.17, Fluid Systems will hold at least 90% of the fair market value of Merger Sub's (and Company's) net assets and at least 70% of the fair market value of Merger Sub's (and Company's) gross assets held immediately prior to the Second Step Merger. For purposes of this representation and assuming the truth and accuracy of the Company's representations contained in this Agreement, amounts paid by Company or Merger Sub to dissenters, amounts used by Company or Merger Sub to pay expenses incurred in connection with the Merger, and all redemptions and distributions, if any, (except for regular, normal dividends) made by Company or Merger Sub, and Company or Merger Sub assets disposed of by Company or Merger Sub prior to the Merger and in contemplation thereof (including without limitation any asset disposed of, other than in the ordinary course of business, during the period ending on the Effective Time of the Merger and beginning with the commencement of negotiations (whether formal or informal) between Company and KHC or any of its Affiliates regarding the Merger) will be included as assets of Company or Merger Sub, respectively, immediately prior to the Merger. 3.2.20.2 KHC has no plan or intention to reacquire, directly or indirectly, any of its stock issued in the Merger to make any extraordinary distribution with respect to such stock. Neither KHC nor any person related to KHC within the meaning of Treasury Regulations Section 1.368-1(e)(3) will, in connection with the Merger, directly or indirectly, purchase, redeem or otherwise acquire (including by derivative transactions such as an equity swap that would have the economic effect of an acquisition) any of the Series A Preferred issued in the Merger. 3.2.20.3 KHC will be in Control of Merger Sub immediately prior to the Effective Time. For purposes of this Certificate, "Control" shall mean ownership of stock possessing at least 80% of the total combined voting power of all classes of stock entitled to vote and at least 80% of the total number of shares of all other classes of stock of the corporat...
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Related to Reorganization Representations and Warranties

  • Certain Representations and Warranties Each of the parties hereto represents and warrants to the other that, as of the date hereof; this Agreement has been duly and validly authorized by all necessary action (corporate, limited liability company or otherwise) on the part of such party, has been duly executed and delivered by such party and constitutes the valid and legally binding obligation of such party, enforceable against such party in accordance with its terms and conditions.

  • DEBTOR'S REPRESENTATIONS AND WARRANTIES Debtor represents and warrants to Secured Party:

  • Company Representations and Warranties The Company represents and warrants to and agrees with each Subscriber that:

  • Limitation on Representations and Warranties PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS MASTER PURCHASE AND SALE AGREEMENT, ANY INDIVIDUAL PURCHASE AND SALE AGREEMENT AND/OR IN ANY OF THE DOCUMENTS DELIVERED AT CLOSING, NEITHER THE SELLER, THE FRANCHISOR, OPERATING TENANT, THE EMPLOYER OR ANY OF THEIR AFFILIATES, NOR ANY OF THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, PARTNERS, TRUSTEES, BENEFICIARIES, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, CONTRACTORS, CONSULTANTS, AGENTS OR REPRESENTATIVES, NOR ANY PERSON PURPORTING TO REPRESENT ANY OF THE FOREGOING, HAVE MADE ANY REPRESENTATION, WARRANTY, GUARANTY, PROMISE, PROJECTION OR PREDICTION WHATSOEVER WITH RESPECT TO THE PROPERTY OR THE BUSINESS BEING CONDUCTED AT THE PROPERTY, WRITTEN OR ORAL, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY REPRESENTATION OR WARRANTY AS TO (A) THE CONDITION, SAFETY, QUANTITY, QUALITY, USE, OCCUPANCY OR OPERATION OF THE PROPERTY, (B) THE PAST, PRESENT OR FUTURE REVENUES OR EXPENSES WITH RESPECT TO THE PROPERTY OR THE BUSINESS BEING CONDUCTED AT THE PROPERTY, (C) THE COMPLIANCE OF THE PROPERTY OR THE BUSINESS WITH ANY ZONING REQUIREMENTS, BUILDING CODES OR OTHER APPLICABLE LAW, INCLUDING, WITHOUT LIMITATION, THE AMERICANS WITH DISABILITIES ACT OF 1990, (D) THE ACCURACY OF ANY ENVIRONMENTAL REPORTS OR OTHER DATA OR INFORMATION SET FORTH IN THE SELLER DUE DILIGENCE MATERIALS PROVIDED TO PURCHASER WHICH WERE PREPARED FOR OR ON BEHALF OF THE SELLER, OR (E) ANY OTHER MATTER RELATING TO THE SELLER, THE PROPERTY OR THE BUSINESS BEING CONDUCTED AT THE PROPERTY.

  • Investment Representations and Warranties The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the 1933 Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

  • Ongoing Representations and Warranties If, at any time during the term of this Agreement, it discovers any fact or omission, or any event or change of circumstances has occurred, which would make any of its representations and warranties herein inaccurate or incomplete in any material respect, it will provide prompt written notification to the Sub-Adviser of such fact, omission, event, or change of circumstance, and the facts related thereto. The Adviser agrees that it will provide prompt notice to the Sub-Adviser in the event that: (i) the Adviser makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, or is otherwise adjudged bankrupt or insolvent by a court of competent jurisdiction; or (ii) a material event occurs that could reasonably be expected to adversely impact the Adviser’s ability to perform this Agreement.

  • Nature of Representations and Warranties The representations and warranties set forth in this Section 3.08, insofar as they involve conclusions of law, are made not on the basis that the Seller purports to be a legal expert or to be rendering legal advice, but rather to reflect the parties’ good faith understanding of the legal basis on which the parties are entering into this Agreement and the other Basic Documents and the basis on which the Holders are purchasing the Recovery Bonds, and to reflect the parties’ agreement that, if such understanding turns out to be incorrect or inaccurate, the Seller will be obligated to indemnify the Issuer and its permitted assigns (to the extent required by and in accordance with Section 5.01), and that the Issuer and its permitted assigns will be entitled to enforce any rights and remedies under the Basic Documents, on account of such inaccuracy to the same extent as if the Seller had breached any other representations or warranties hereunder.

  • INVESTOR’S REPRESENTATIONS AND WARRANTIES The Investor represents and warrants to the Company that as of the date hereof and as of the Commencement Date:

  • Depositor’s Representations and Warranties The Depositor represents and warrants to the Issuer as of the Closing Date, on which the Issuer is relying in purchasing the Sold Property and which will survive the sale and assignment of the Sold Property by the Depositor to the Issuer under this Agreement and the pledge of the Sold Property by the Issuer to the Indenture Trustee under the Indenture:

  • Mutual Representations and Warranties Each Party hereby represents and warrants to the other Party as follows:

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