REPRESENTATION AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the disclosure letter dated as of the date of this Agreement and delivered by Parent and Merger Sub to the Company on or prior to the date of this Agreement (the “Parent Disclosure Letter”) and except as disclosed in the Parent SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) filed with or furnished to the SEC on or after December 31, 2022 and available on Xxxxx on or prior to two (2) calendar days prior to the date of this Agreement (excluding any disclosures set forth or referenced in any risk factor section or in any other section, in each case, to the extent they are forward-looking statements or cautionary, predictive, non-specific or forward-looking in nature), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
REPRESENTATION AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Company as follows:
REPRESENTATION AND WARRANTIES OF PARENT AND MERGER SUB. Except (i) as set forth in the disclosure letter (regardless of whether or not a reference to a particular section of such disclosure letter is contained in this Article V) dated as of the date of this Agreement and delivered by Parent and Merger Sub to the Company on or prior to the date of this Agreement (the “Parent Disclosure Letter”), and (ii) as disclosed in the Parent SEC Documents (excluding any disclosures set forth in any such Parent SEC Documents in any risk factor section, any forward-looking disclosure in any section relating to forward-looking statements or any other statements that are non-specific, predictive or primarily cautionary in nature other than historical facts included therein), where the relevance of the information as an exception to (or disclosure for purposes of) a particular representation is reasonably apparent on the face of such disclosure, Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
REPRESENTATION AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the disclosure letter dated as of the date of this Agreement and delivered by Parent and Merger Sub to the Company on or prior to the date of this Agreement (the "Parent Disclosure Letter") and except as disclosed in the Parent SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein, but excluding any forward looking disclosures set forth in any "risk factors" section, any disclosures in any "forward looking statements" Section and any other disclosures included therein to the extent they are predictive or forward looking in nature), Parent and Merger Sub jointly and severally represent and warrant to the Company, as of the date hereof and as of the Closing Date, as follows:
REPRESENTATION AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub jointly and severally represent and warrant to Stockholder as follows:
REPRESENTATION AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub hereby represent and warrant to the Company as follows (representations and warranties made by or in respect of Merger Sub shall be initially made on the Joinder Date (as hereinafter defined)):
REPRESENTATION AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the disclosure letter dated as of the date of this Agreement and delivered by Parent and Merger Sub to the Company on or prior to the date of this Agreement (the “Parent Disclosure Letter”) and except as disclosed in the Parent’s Annual Report on Form 10-K for the year ended December 31, 2017 (the “Parent 2017 10-K”) and each Quarterly Report on Form 10-Q filed thereafter (including all exhibits and schedules thereto and documents incorporated by reference therein, but excluding any forward looking disclosures set forth in any “risk factors” section, any disclosures in any “forward looking statements” section and any other disclosures included therein to the extent they are predictive or forward looking in nature), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
REPRESENTATION AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the disclosure schedule delivered by Parent to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule") (each section of which qualifies the correspondingly numbered representation and warranty or covenant to the extent specified therein), Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:
REPRESENTATION AND WARRANTIES OF PARENT AND MERGER SUB. 5.1 Organization, Standing and Power 31 5.2 Capital Structure 32 5.3 Authority; No Violations; Consents and Approvals 33 5.4 Consents 34 5.5 SEC Documents; Financial Statements 34 5.6 Absence of Certain Changes or Events 35 5.7 Information Supplied 35 5.8 No Undisclosed Material Liabilities 35 5.9 Parent Permits; Compliance with Applicable Law 36 5.10 Compensation; Benefits 36 5.11 Labor Matters 37 5.12 Taxes 38 5.13 Litigation 39 5.14 Intellectual Property 40 5.15 Real Property 40 5.16 Rights-of-Way 41 5.17 Oil and Gas Matters 41 5.18 Environmental Matters 43 5.19 Material Contracts 43 5.20 Derivative Transactions 45 5.21 Insurance 46 5.22 Opinion of Financial Advisor 46 5.23 Brokers 46 5.24 Ownership of Company Common Stock 46 5.25 Business Conduct 47 5.26 Regulatory Matters 47 5.27 No Additional Representations 47 ARTICLE VI
REPRESENTATION AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the disclosure letter dated as of the date of this Agreement and delivered by Parent and Merger Sub to the Company on or prior to the date of this Agreement (the “Parent Disclosure Letter”) and except as disclosed in the Parent SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) filed with or furnished to the SEC and publicly available on XXXXX since December 31, 2019 and at least two (2) days prior to the date of this Agreement (without giving effect to any amendment to any such Parent SEC Document filed on or after the date that is two (2) days prior to the date hereof) (excluding any disclosures set forth or referenced in any risk factor section or in any other section, in each case, to the extent they are forward-looking statements or cautionary, predictive, non-specific or forward-looking in nature), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
