Representations and Warranties and Covenants. Except for changes permitted or contemplated by this Agreement or the Plan Summary Term Sheet, each of (i) the representations and warranties of the Company contained in Section 3.1, Section 3.2, Section 3.3, Section 3.5, Section 3.20(a) (except for such inaccuracies in Section 3.20(a) caused by sales, purchases or transfers of assets which have been effected in accordance with, subject to the limitations contained in, and not otherwise prohibited by, the terms and conditions in this Agreement, including, without limitation, this Article VII) and Section 3.23 shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct only as of such specific date), (ii) the representations and warranties of the Company contained in Section 3.4 shall be true and correct (except for de minimis inaccuracies) at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct (except for de minimis inaccuracies) only as of such specific date) and (iii) the other representations and warranties of the Company contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to “materiality” or “Material Adverse Effect”, shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be true and correct only as of the specified date), except for such failures to be true and correct that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (it being agreed that the condition in this subclause (iii) as it relates to undisclosed liabilities of the Company and its Subsidiaries comprised of Indebtedness shall be deemed to be satisfied if the condition in Section 7.1(p) is satisfied. The Company shall have complied in all material respects with all of its obligations under this Agreement, provided that with respect to its obligations under Section 5.13 and Section 5.14(a), Section 5.14(b) (to the extent applicable) and Section 5.14(c) hereof, the Company shall have complied therewith in all respects. The Company shall have provided to Purchaser a certificate delivered by an executive officer of the Company, acting in his or her official capacity on behalf of the Company, to the effect that the conditions in this clause (c) and the immediately following clause (d) have been satisfied as of the Closing Date and Purchaser shall have received such other evidence of the conditions set forth in this Section 7.1 as it shall reasonably request.
Appears in 4 contracts
Samples: Investment Agreement, Cornerstone Investment Agreement, Cornerstone Investment Agreement (General Growth Properties Inc)
Representations and Warranties and Covenants. Except for changes permitted or contemplated by this Agreement or the Plan Summary Term Sheet, each of (i) the representations and warranties of the Company contained in Section 3.1, Section 3.2, Section 3.3, Section 3.5, Section 3.20(a) (except 3.20(a)(except for such inaccuracies in Section 3.20(a) caused by sales, purchases or transfers of assets which have been effected in accordance with, subject to the limitations contained in, and not otherwise prohibited by, the terms and conditions in this Agreement, including, without limitation, this Article VII) and Section 3.23 shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct only as of such specific date), (ii) the representations and warranties of the Company contained in Section 3.4 shall be true and correct (except for de minimis inaccuracies) at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct (except for de minimis inaccuracies) only as of such specific date) and (iii) the other representations and warranties of the Company contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to “materiality” or “Material Adverse Effect”, shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be true and correct only as of the specified date), except for such failures to be true and correct that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (it being agreed that the condition in this subclause (iii) as it relates to undisclosed liabilities of the Company and its Subsidiaries comprised of Indebtedness shall be deemed to be satisfied if the condition in Section 7.1(p) is satisfied. In addition, for purposes of this Section 7.1(c) as it relates to Section 3.20(b) of this Agreement, the reference to “DIP Loan” in clause (i) of such Section 3.20(b) shall be deemed to refer to that certain Senior Secured Debtor in Possession Credit, Security and Guaranty Agreement, dated as of July 23, 2010, by and among the Company, GGP Limited Partnership, the lenders party thereto, Barclays Capital, as the Sole Arranger, Barclays Bank PLC, as the Administrative Agent and Collateral Agent, and the guarantors party thereto (the “New DIP Agreement”). The Company shall have complied in all material respects with all of its obligations under this Agreement, provided that with respect to its obligations under Section 5.13 and Section 5.14(a)5.4, Section 5.14(b) (to the extent applicable) and Section 5.14(c) hereof, the Company shall have complied therewith in all respects. The Company shall have provided to each Purchaser a certificate delivered by an executive officer of the Company, acting in his or her official capacity on behalf of the Company, to the effect that the conditions in this clause (c) and the immediately following clause (d) have been satisfied as of the Closing Date and each Purchaser shall have received such other evidence of the conditions set forth in this Section 7.1 as it shall reasonably request.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Pershing Square Capital Management, L.P.), Stock Purchase Agreement (General Growth Properties, Inc.), Stock Purchase Agreement (Pershing Square Capital Management, L.P.)
Representations and Warranties and Covenants. Except for changes permitted or contemplated by this Agreement or the Plan Summary Term Sheet, each of (i) the representations and warranties of the Company contained in Section 3.1, Section 3.2, Section 3.3, Section 3.5, Section 3.20(a) (except for such inaccuracies in Section 3.20(a) caused by sales, purchases or transfers of assets which have been effected in accordance with, subject to the limitations contained in, and not otherwise prohibited by, the terms and conditions in this Agreement, including, without limitation, this Article VII) and Section 3.23 shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct only as of such specific date), (ii) the representations and warranties of the Company contained in Section 3.4 shall be true and correct (except for de minimis inaccuracies) at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct (except for de minimis inaccuracies) only as of such specific date) and (iii) the other representations and warranties of the Company contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to “materiality” or “Material Adverse Effect”, shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be true and correct only as of the specified date), except for such failures to be true and correct that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (it being agreed that the condition in this subclause (iii) as it relates to undisclosed liabilities of the Company and its Subsidiaries comprised of Indebtedness shall be deemed to be satisfied if the condition in Section 7.1(p) is satisfied. In addition, for purposes of this Section 7.1(c) as it relates to Section 3.20(b) of this Agreement, the reference to “DIP Loan” in clause (i) of such Section 3.20(b) shall be deemed to refer to that certain Senior Secured Debtor in Possession Credit, Security and Guaranty Agreement, dated as of July 23, 2010, by and among the Company, GGP Limited Partnership, the lenders party thereto, Barclays Capital, as the Sole Arranger, Barclays Bank PLC, as the Administrative Agent and Collateral Agent, and the guarantors party thereto (the “New DIP Agreement”). The Company shall have complied in all material respects with all of its obligations under this Agreement, provided that with respect to its obligations under Section 5.13 and Section 5.14(a), Section 5.14(b) (to the extent applicable) and Section 5.14(c) hereof, the Company shall have complied therewith in all respects. The Company shall have provided to Purchaser a certificate delivered by an executive officer of the Company, acting in his or her official capacity on behalf of the Company, to the effect that the conditions in this clause (c) and the immediately following clause (d) have been satisfied as of the Closing Date and Purchaser shall have received such other evidence of the conditions set forth in this Section 7.1 as it shall reasonably request.
Appears in 3 contracts
Samples: Cornerstone Investment Agreement (General Growth Properties, Inc.), Stock Purchase Agreement (Pershing Square Capital Management, L.P.), Investment Agreement (General Growth Properties Inc)
Representations and Warranties and Covenants. Except for changes permitted or contemplated by this Agreement or the Plan Summary Term Sheet, each of (i) the representations and warranties of the Company contained in Section 3.1, Section 3.2, Section 3.3, Section 3.5, Section 3.20(a) (except for such inaccuracies in Section 3.20(a) caused by sales, purchases or transfers of assets which have been effected in accordance with, subject to the limitations contained in, and not otherwise prohibited by, the terms and conditions in this Agreement, including, without limitation, this Article VII) and Section 3.23 shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct only as of such specific date), (ii) the representations and warranties of the Company contained in Section 3.4 shall be true and correct (except for de minimis inaccuracies) at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct (except for de minimis inaccuracies) only as of such specific date) and (iii) the other representations and warranties of the Company contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to “materiality” or “Material Adverse Effect”, shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be true and correct only as of the specified date), except for such failures to be true and correct that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (it being agreed that the condition in this subclause (iii) as it relates to undisclosed liabilities of the Company and its Subsidiaries comprised of Indebtedness shall be deemed to be satisfied if the condition in Section 7.1(p) is satisfied. In addition, for purposes of this Section 7.1(c) as it relates to Section 3.20(b) of this Agreement, the reference to “DIP Loan” in clause (i) of such Section 3.20(b) shall be deemed to refer to that certain Senior Secured Debtor in Possession Credit, Security and Guaranty Agreement, dated as of July 23, 2010, by and among the Company, GGP Limited Partnership, the lenders party thereto, Barclays Capital, as the Sole Arranger, Barclays Bank PLC, as the Administrative Agent and Collateral Agent, and the guarantors party thereto (the “New DIP Agreement”). The Company shall have complied in all material respects with all of its obligations under this Agreement, provided that with respect to its obligations under Section 5.13 and Section 5.14(a), Section 5.14(b) (to the extent applicable) and Section 5.14(c) hereof, the Company shall have complied therewith in all respects. The Company shall have provided to each Purchaser a certificate delivered by an executive officer of the Company, acting in his or her official capacity on behalf of the Company, to the effect that the conditions in this clause (c) and the immediately following clause (d) have been satisfied as of the Closing Date and each Purchaser shall have received such other evidence of the conditions set forth in this Section 7.1 as it shall reasonably request.
Appears in 3 contracts
Samples: Stock Purchase Agreement (General Growth Properties, Inc.), Stock Purchase Agreement (Pershing Square Capital Management, L.P.), Stock Purchase Agreement (General Growth Properties Inc)
Representations and Warranties and Covenants. Except for changes permitted or contemplated by this Agreement or the Plan Summary Term Sheet, each of (i) the representations and warranties of the Company contained in Section 3.1, Section 3.2, Section 3.3, Section 3.5, Section 3.20(a) (except for such inaccuracies in Section 3.20(a) caused by sales, purchases or transfers of assets which have been effected in accordance with, subject to the limitations contained in, and not otherwise prohibited by, the terms and conditions in this Agreement, including, without limitation, this Article VII) and Section 3.23 shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct only as of such specific date), (ii) the representations and warranties of the Company contained in Section 3.4 shall be true and correct (except for de minimis inaccuracies) at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct (except for de minimis inaccuracies) only as of such specific date) and (iii) the other representations and warranties of the Company contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to “materiality” or “Material Adverse Effect”, shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be true and correct only as of the specified date), except for such failures to be true and correct that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (it being agreed that the condition in this subclause (iii) as it relates to undisclosed liabilities of the Company and its Subsidiaries comprised of Indebtedness shall be deemed to be satisfied if the condition in Section 7.1(p) is satisfied. The Company shall have complied in all material respects with all of its obligations under this Agreement, provided that with respect to its obligations under Section 5.13 5.413 and Section 5.14(a)5.13, Section 5.14(b) (to the extent applicable) and Section 5.14(c) hereof, hereof the Company shall have complied therewith in all respects. The Company shall have provided to each Purchaser a certificate delivered by an executive officer of the Company, acting in his or her official capacity on behalf of the Company, to the effect that the conditions in this clause (c) and the immediately following clause (d) have been satisfied as of the Closing Date and each Purchaser shall have received such other evidence of the conditions set forth in this Section 7.1 as it shall reasonably request.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Pershing Square Capital Management, L.P.)
Representations and Warranties and Covenants. Except for changes permitted or contemplated by this Agreement or the Plan Summary Term Sheet, each of (i) the The representations and warranties of (x) the Company contained in Section 3.1, Section 3.2, Section 3.3, Section 3.5, Section 3.20(a3.1(a) (except for such inaccuracies Organization and Good Standing of the Company), 3.2 (Authorization of the Transaction by the Company), 3.3(a) (Subsidiaries), 3.5 (Capital Structure) and 3.22 (Vote Required) (the “Company Fundamental Reps”) and (y) ICG Group set forth in Section 3.20(aSections 4.1 (Organization and Good Standing) caused and 4.2 (Authorization by sales, purchases or transfers of assets which ICG Group) (the “ICG Group Fundamental Reps”) shall have been effected in accordance with, subject to true on the limitations contained in, date hereof and not otherwise prohibited by, the terms and conditions in this Agreement, including, without limitation, this Article VII) and Section 3.23 shall be true and correct at and as of the Closing Date as if though made at on and as of the Closing Date (except for representations and warranties made that expressly speak as of a specific an earlier date, which representations and warranties shall be true and correct only as of such specific specified date), ;
(ii) the The representations and warranties of the Company contained set forth in Section 3.4 3.13(b) shall have been true and correct in all respects and shall be true and correct (except for de minimis inaccuracies) at and as of the Closing Date as if though made at on and as of the Closing Date;
(iii) The representations and warranties of the Company and ICG Group set forth in Article III and Article IV (other than the Company Fundamental Reps and the ICG Group Fundamental Reps) shall have been true and correct as of the date hereof and shall be true and correct as of the Closing Date as though made on and as of the Closing Date (except for except, in either case, to the extent such representations and warranties made as of a specific relate to an earlier date, in which case such representations and warranties shall be so true and correct (except for de minimis inaccuracies) only on and as of such specific date) and (iii) the other representations and warranties of the Company contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to “materiality” or “Material Adverse Effect”, shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be true and correct only as of the specified earlier date), except for such failures to be true and correct thatas would not or would not reasonably be expected to, individually or in the aggregate, would not reasonably be expected to have constitute a Material Adverse Effect, in each case without giving effect to any materiality or Material Adverse Effect qualifications contained therein;
(it being agreed that iv) The Company and ICG Group shall have, in all material respects, performed the condition in obligations and complied with the covenants required by this subclause Agreement to be performed or complied with by each at or prior to the Closing or, if the Company or ICG Group shall have failed to so perform such obligations or comply with such covenants, such failures shall have been cured; and
(iiiv) as it relates The Company and ICG Group shall each have delivered to undisclosed liabilities Parent a certificate, dated the Closing Date, signed by an Officer of each of the Company and its Subsidiaries comprised of Indebtedness shall be deemed to be satisfied if the condition in Section 7.1(p) is satisfied. The Company shall have complied in all material respects with all of its obligations under this AgreementICG Group, provided that with respect to its obligations under Section 5.13 and Section 5.14(a), Section 5.14(b) (to the extent applicable) and Section 5.14(c) hereof, the Company shall have complied therewith in all respects. The Company shall have provided to Purchaser a certificate delivered by an executive officer of the Company, acting in his or her official capacity on behalf of the Companyrespectively, to the effect that of the conditions in this clause foregoing clauses (ci), (ii), (iii) and the immediately following clause (div) have been satisfied above, as of the Closing Date and Purchaser shall have received such other evidence of the conditions set forth in this Section 7.1 as it shall reasonably requestapplicable.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Icg Group, Inc.)
Representations and Warranties and Covenants. Except for changes permitted or contemplated by this Agreement or the Plan Summary Term Sheet, each of (i) the The representations and warranties of the Company Parent and Merger Subsidiary contained in Section 3.1, Section 3.2, Section 3.3, Section 3.5, Section 3.20(a) (except for such inaccuracies in Section 3.20(a) caused by sales, purchases or transfers of assets which Sections 5.1 and 5.2 and correct shall have been effected in accordance with, subject to true on the limitations contained in, date hereof and not otherwise prohibited by, the terms and conditions in this Agreement, including, without limitation, this Article VII) and Section 3.23 shall be true and correct at and as of the Closing Date as if though made at on and as of the Closing Date (except for representations and warranties made that expressly speak as of a specific an earlier date, which representations and warranties shall be true as of such specified date);
(ii) The representations and warranties of Parent and Merger Subsidiary contained in Article V (other than those referred to in Section 8.3(a)(i)) shall have been true and correct on the date hereof and shall be true and correct only as of such specific date), (ii) the representations and warranties of the Company contained in Section 3.4 shall be true and correct (except for de minimis inaccuracies) at and as of the Closing Date as if though made at on and as of the Closing Date (except for representations and warranties made that expressly speak as of a specific an earlier date, which representations and warranties shall be true and correct (except for de minimis inaccuracies) only as of such specific specified date) and (iii) the other representations and warranties of the Company contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to “materiality” or “Material Adverse Effect”, shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be true and correct only as of the specified date), except for such failures to be true and correct that, individually or as would not in the aggregate, would not reasonably be expected to have a Material Adverse Effect (it being agreed that aggregate prevent or materially impair or delay consummation by Parent or Merger Subsidiary of the condition in Merger or the other transactions contemplated by this subclause Agreement;
(iii) as it relates to undisclosed liabilities of the Company Parent and its Subsidiaries comprised of Indebtedness shall be deemed to be satisfied if the condition in Section 7.1(p) is satisfied. The Company Merger Subsidiary shall have complied in all material respects performed the obligations and complied with all of its obligations under the covenants required by this Agreement, provided that Agreement to be performed or complied with respect to its obligations under Section 5.13 and Section 5.14(a), Section 5.14(b) (by them at or prior to the extent applicableClosing or, if Parent or Merger Subsidiary shall have failed to so perform such obligations or comply with such covenants, such failures shall have been cured; and
(iv) and Section 5.14(c) hereof, Parent shall have delivered to the Company shall have complied therewith in all respects. The Company shall have provided to Purchaser a certificate delivered of Parent, dated the Closing Date, signed by an executive officer Officer of the Company, acting in his or her official capacity on behalf of the CompanyParent, to the effect that of the conditions in this clause foregoing clauses (ci), (ii) and the immediately following clause (diii) have been satisfied as of the Closing Date and Purchaser shall have received such other evidence of the conditions set forth in this Section 7.1 as it shall reasonably requestabove.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Icg Group, Inc.)
Representations and Warranties and Covenants. Except for changes permitted or contemplated by this Agreement or the Plan Summary Term Sheet, each of (i) the The representations and warranties of the Company contained in Section 3.1, Section 3.2, Section 3.3, Section 3.5, Section 3.20(a) (except for such inaccuracies in Section 3.20(a) caused by sales, purchases or transfers of assets which have been effected in accordance with, subject to the limitations contained in, and not otherwise prohibited by, the terms and conditions each Backstop Purchaser in this Agreement, including, without limitation, this Article VII) and Section 3.23 Agreement that are not qualified as to material adverse effect on the Backstop Purchaser’s performance of its obligations hereunder or similar qualifications shall be true and correct (without giving effect to any limitation or qualifications as to materiality) in each case, as of the date hereof and at and as of the Closing Date as if made at and as of the Closing Effective Date (except for representations and warranties made as of a specific date, which shall be true and correct only as of such specific the specified date), (ii) except to the extent that the failure of such representations or warranties to be so true and correct as of such dates, individually or in the aggregate, would not have a material adverse effect on the Backstop Purchaser’s performance of its obligations hereunder, and the representations and warranties that are qualified as to material adverse effect on the Backstop Purchaser’s performance of the Company contained in Section 3.4 its obligations hereunder or similar qualifications shall be true and correct (except for de minimis inaccuracies) in all respects, in each case, as of the date hereof at and as of the Closing Effective Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct (except for de minimis inaccuracies) only as of such specific date) and (iii) the other representations and warranties of the Company contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to “materiality” or “Material Adverse Effect”, shall be true and correct at and as of the Closing Date as if made at and as of the Closing Effective Date (except for representations and warranties made as of a specified date, which shall be true and correct only as of the specified date), except for such failures to be true and correct thateach Backstop Purchaser shall have, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (it being agreed that the condition in this subclause (iii) as it relates to undisclosed liabilities of the Company and its Subsidiaries comprised of Indebtedness shall be deemed to be satisfied if the condition in Section 7.1(p) is satisfied. The Company shall have complied in all material respects respects, complied with all of its obligations under the obligations, covenants and conditions to be performed or complied with in this AgreementAgreement applicable to it, provided that with respect to its obligations under Section 5.13 and Section 5.14(a)except as a result of any breach of representations, Section 5.14(b) (warranties or covenants by a Defaulting Backstop Purchaser to the extent applicable) and Section 5.14(c) hereof, the Company shall have complied therewith in all respects. The Company shall have provided to Purchaser a certificate delivered by an executive officer of the Company, acting in his or her official capacity on behalf of the Company, to the effect that the conditions in this clause (c) and the immediately following clause (d) have been satisfied as of the Closing Date and Purchaser shall have received such other evidence of the conditions set forth in this Non-Defaulting Backstop Purchasers or a third party purchase all Default Shares pursuant to Section 7.1 as it shall reasonably request2(a)(ii).
Appears in 2 contracts
Samples: Commitment Agreement (Cooper-Standard Holdings Inc.), Commitment Agreement
Representations and Warranties and Covenants. Except for changes permitted or contemplated by this Agreement or the Plan Summary Term Sheet, each of (i) the representations and warranties of the Company contained in Section 3.1, Section 3.2, Section 3.3, Section 3.5, Section 3.20(a) (except for such inaccuracies in Section 3.20(a) caused by sales, purchases or transfers of assets which have been effected in accordance with, subject to the limitations contained in, and not otherwise prohibited by, the terms and conditions in this Agreement, including, without limitation, this Article VII) and Section 3.23 shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct only as of such specific date), (ii) the representations and warranties of the Company contained in Section 3.4 shall be true and correct (except for de minimis inaccuracies) at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct (except for de minimis inaccuracies) only as of such specific date) and (iii) the other representations and warranties of the Company contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to “materiality” or “Material Adverse Effect”, shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be true and correct only as of the specified date), except for such failures to be true and correct that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (it being agreed that the condition in this subclause (iii) as it relates to undisclosed liabilities of the Company and its Subsidiaries comprised of Indebtedness shall be deemed to be satisfied if the condition in Section 7.1(p) is satisfied. The Company shall have complied in all material respects with all of its obligations under this Agreement, provided that with respect to its obligations under Section 5.13 and 5.4, Section 5.14(a)5.13, Section 5.14(b) (to the extent applicable) and Section 5.14(c) hereof, the Company shall have complied therewith in all respects. The Company shall have provided to each Purchaser a certificate delivered by an executive officer of the Company, acting in his or her official capacity on behalf of the Company, to the effect that the conditions in this clause (c) and the immediately following clause (d) have been satisfied as of the Closing Date and each Purchaser shall have received such other evidence of the conditions set forth in this Section 7.1 as it shall reasonably request.
Appears in 2 contracts
Samples: Stock Purchase Agreement (General Growth Properties Inc), Stock Purchase Agreement (Pershing Square Capital Management, L.P.)
Representations and Warranties and Covenants. Except for changes permitted or contemplated by this Agreement or the Plan Summary Term Sheet, each (i) Each of (iA) the representations and warranties of the Company Seller contained in Section 3.1, Section 3.2, Section 3.3, Section 3.5, Section 3.20(athis Agreement and the other Transaction Documents (other than the Specified Representations) (except for such inaccuracies in Section 3.20(a) caused by sales, purchases or transfers of assets which have been effected in accordance with, subject to the limitations contained in, and not otherwise prohibited by, the terms and conditions in this Agreement, including, without limitation, this Article VII) and Section 3.23 shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except other than for such representations and warranties that are made as of a specific date, date which shall be so true and correct only as of such specific date, subject to the qualification below), (ii) as if made on and as of the Closing, except where the failure of such representations and warranties of the Company contained in Section 3.4 shall to be so true and correct (except for de minimis inaccuracies) at and without giving any effect to any limitation as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct (except for de minimis inaccuracies) only as of such specific date) and (iii) the other representations and warranties of the Company contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to “materiality” or “Material Adverse Effect”” set forth therein) would not have a Material Adverse Effect, (B) the Specified Representations (other than the Specified Representations set forth in Sections 3.1(c) and 3.2(c)) shall be true and correct at in all material respects as of the Closing (other than for any of such Specified Representations that are made as of a specific date which shall be so true and correct as of such date), as if made on and as of the Closing Date as if made at Closing, and as of (C) the Closing Date (except for representations and warranties made as of a specified date, which Specified Representation set forth in Section 3.1(c) shall be true and correct only in all respects as of the specified date), except for such failures to be true Closing as if made on and correct that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (it being agreed that the condition in this subclause (iii) as it relates to undisclosed liabilities of the Closing;
(ii) The Company and its Subsidiaries comprised of Indebtedness shall be deemed to be satisfied if the condition in Section 7.1(p) is satisfied. The Company Seller shall have complied in all material respects performed all obligations and complied with all of its obligations under covenants and conditions required by this Agreement, provided that Agreement and the other Transaction Documents to be performed or complied with respect to its obligations under Section 5.13 and Section 5.14(a), Section 5.14(b) (by them at or prior to the extent applicableClosing; and
(iii) and Section 5.14(c) hereof, the Company Seller shall have complied therewith in all respects. The Company shall have provided delivered to Purchaser Buyer a certificate delivered signed by an executive officer of the CompanySeller, acting in his or her official capacity on behalf of the Company, to the effect that the conditions in this clause (c) and the immediately following clause (d) have been satisfied dated as of the Closing Date and Purchaser shall have received such other evidence of Date, that the conditions set forth in this Section 7.1 as it shall reasonably requestSections 4.1(a)(i) and 4.1(a)(ii) have been satisfied.
Appears in 1 contract
Samples: Stock Purchase Agreement (Rti International Metals Inc)
Representations and Warranties and Covenants. Except for changes permitted or contemplated 5.1 Representations and Warranties and Covenants of Manufacturer. Manufacturer represents and warrants to Customer that:
(a) The Facility and all equipment, tooling and molds utilized in the manufacture and supply of Product hereunder by Manufacturer shall, during the Term of this Agreement, be maintained in good operating condition and shall be maintained and operated in accordance with all applicable Laws, including cGMPs.
(b) Manufacturer shall perform all of its obligations under this Agreement or in full compliance with all applicable Laws in the Plan Summary Territory. Manufacturer shall hold during the Term Sheetof this Agreement all licenses, each of permits and similar authorizations required by any Governmental Authority in the Territory for Manufacturer to perform its obligations under this Agreement.
(c) The Product furnished by Manufacturer to Customer under this Agreement:
(i) the representations and warranties of the Company contained in Section 3.1, Section 3.2, Section 3.3, Section 3.5, Section 3.20(a) (except for such inaccuracies in Section 3.20(a) caused by sales, purchases or transfers of assets which have been effected in accordance with, subject shall conform to the limitations contained in, and not otherwise prohibited by, the terms and conditions in this Agreement, including, without limitation, this Article VII) and Section 3.23 shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct only as of such specific date), Specifications;
(ii) the representations and warranties of the Company contained in Section 3.4 shall be true manufactured, packaged, labeled, handled, stored and correct (except for de minimis inaccuracies) at shipped in compliance with all applicable Laws including cGMPs, and as of in accordance with the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct (except for de minimis inaccuracies) only as of such specific date) and Quality Agreement;
(iii) shall not contain any Product Material that has not been used, handled or stored in accordance with the other representations Specifications, all applicable Laws, and warranties the Quality agreement, provided that the foregoing shall not apply to Customer-Supplied Materials as furnished to Manufacturer hereunder;
(iv) shall not be adulterated or misbranded within the meaning of Sections 501 and 502, respectively, of the Company contained FD&C Act and any other applicable Laws and shall comply with the 1913 Virus-Serum-Toxin Act, 21 U.S.C. 151-159 and 21 C.F.R. Parts 101 to 118, as amended by the 1985 Food Security Act (as applicable with respect to veterinary biologics), in this Agreement, disregarding all qualifications and exceptions contained therein relating each case except to “materiality” the extent resulting from (i) any Customer-Supplied Materials as furnished to Manufacturer hereunder; or “Material Adverse Effect”, (ii) Customer’s specifications for the text (including any logos or other graphics) for any packaging material used in connection with Product;
(v) shall be true manufactured with Product Materials (other than Customer-Supplied Materials as furnished to Manufacturer hereunder) that conform to the applicable specifications for such Product Materials;
(vi) shall, at the time delivered, have a remaining minimum shelf-life as specified in the applicable Product Addendum (under the “Min. Effective Shelf Life” field).
(d) Pfizer:
(i) is a corporation duly organized, validly existing and correct at in good standing under the laws of the State of Delaware;
(ii) has power and authority to conduct its business as currently being conducted and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be true and correct only as of the specified date), except for such failures to be true and correct that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (it being agreed that the condition in this subclause contemplated herein; and
(iii) as it relates has power and authority to undisclosed liabilities make, deliver and perform its obligations under this Agreement and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. No consent of, authorization of, filing with or other act by or in respect of, any Governmental Authority or any other Person is or will be required in respect of Pfizer in connection with the execution, delivery, performance, validity or enforceability of this Agreement. This Agreement has been duly executed and delivered on behalf of Pfizer. This Agreement constitutes the legal, valid and binding obligations of Pfizer enforceable against Pfizer in accordance with its terms.
(e) The execution, delivery and performance of this Agreement by Manufacturer will not violate any agreement or instrument to which Manufacturer is a party.
(f) Manufacturer is not debarred by any applicable authority, including under subsections 306(a) or (b) of the Company FD&C Act and its Subsidiaries comprised Manufacturer has not and shall not use in any capacity the services of Indebtedness any Person who has been debarred by any applicable authority with respect to Manufacturer’s performance of this Agreement.
5.2 Representations and Warranties and Covenants of Customer. Customer represents and warrants to Manufacturer that:
(a) Customer shall be deemed to be satisfied if the condition in Section 7.1(p) is satisfied. The Company shall have complied in all material respects with perform all of its obligations under this Agreement, and shall comply with all applicable Laws in the marketing, distribution and sale of each Product. Customer shall hold during the Term of this Agreement all licenses, permits and similar authorizations required by any Governmental Authority for Customer to perform its obligations under this Agreement, and to market, distribute and sell each Product in the applicable Territory.
(b) The Customer-Supplied Materials, as furnished to Manufacturer under this Agreement, shall be used, handled or stored in accordance with the Specifications, all applicable Laws, and the Quality agreement and shall conform to the applicable specifications for such Product Materials.
(c) Customer’s specifications for the text (including any trademarks, logos or other graphics) for all packaging material used in connection with Product, and any such packaging material for the Product provided that by Customer or its designee, shall be true and accurate in all respects, comply with all applicable Laws and not infringe or otherwise violate the Intellectual Property of any Person.
(d) None of the Customer-Supplied Materials as furnished to Manufacturer hereunder or Customer’s specifications for the packaging material used in connection with Product shall result in any Product being adulterated or misbranded within the meaning of Sections 501 and 502, respectively, of the FD&C Act and any other applicable Laws or non-compliant with the 1913 Virus-Serum-Toxin Act, 21 U.S.C. 151-159 and 21 C.F.R. Parts 101 to 118, as amended by the 1985 Food Security Act (as applicable with respect to its obligations under Section 5.13 veterinary biologics).
(e) The Product as manufactured in accordance with the Specifications and Section 5.14(a), Section 5.14(b) (to cGMPs will comply with all applicable Laws and will not infringe or otherwise violate the extent applicable) and Section 5.14(c) hereof, the Company shall have complied therewith in all respects. The Company shall have provided to Purchaser a certificate delivered by an executive officer Intellectual Property of the Company, acting in his or her official capacity on behalf of the Company, to the effect that the conditions in this clause (c) and the immediately following clause (d) have been satisfied as of the Closing Date and Purchaser shall have received such other evidence of the conditions set forth in this Section 7.1 as it shall reasonably requestany Person.
Appears in 1 contract
Representations and Warranties and Covenants. Except for changes permitted or contemplated by this Agreement or the Plan Summary Term Sheet, each of (i) the all representations and warranties of the Company Acquiror (other than Section 5.13(a) (Capitalization)) contained in Section 3.1, Section 3.2, Section 3.3, Section 3.5, Section 3.20(a) (except for such inaccuracies in Section 3.20(a) caused by sales, purchases or transfers of assets which have been effected in accordance with, subject to the limitations contained in, and not otherwise prohibited by, the terms and conditions in this Agreement, including, without limitation, this Article VII) and Section 3.23 Agreement shall be true and correct at in all respects as of the Agreement Date and as of the Closing Date Date, as if made at and as of the Closing Date that time (except for other than representations and warranties that are made as of a specific date, which representations and warranties shall be have been true and correct only in all respects as of such specific date), (ii) the representations and warranties of the Company contained in Section 3.4 shall be true and correct (except for de minimis inaccuracies) at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct (except for de minimis inaccuracies) only as of such specific date) and (iii) the other representations and warranties of the Company contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to “materiality” or “Material Adverse Effect”, shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be true and correct only as of the specified date), except for such failures to be true and correct breaches or inaccuracies that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (it being agreed materially impair or delay the ability of Acquiror to consummate the Transactions or otherwise perform its obligations under the Acquiror Transaction Agreements; provided, however, that for purposes of determining the satisfaction of the condition in this subclause clause (i), no effect shall be given to any qualifier of “material” in such representations and warranties;
(ii) the representations and warranties of Acquiror contained in Section 5.13(a) (Capitalization) shall be true and correct other than de minimis inaccuracies, as of the Agreement Date and as of the Closing Date, as if made anew at and as of that time;
(iii) as it relates to undisclosed liabilities the representations and warranties of the Company and its Subsidiaries comprised of Indebtedness Acquiror contained in Section 5.13(b) (Capitalization) shall be deemed to be satisfied if the condition in Section 7.1(p) is satisfied. The Company shall have complied true and correct in all material respects respects, as of the Agreement Date and as of the Closing Date, as if made anew at and as of that time;
(iv) the covenants contained in this Agreement required to be complied with by Acquiror on or before the Closing shall have been complied with in all of its obligations under this Agreement, provided that with respect to its obligations under Section 5.13 and Section 5.14(a), Section 5.14(bmaterial respects; and
(v) (to the extent applicable) and Section 5.14(c) hereof, the Company shall have complied therewith in all respects. The Company shall have provided to Purchaser received a certificate delivered signed by an executive authorized officer of the CompanyAcquiror, acting in his or her official capacity on behalf of the Company, to the effect that the conditions in this clause (c) and the immediately following clause (d) have been satisfied dated as of the Closing Date and Purchaser shall have received such other evidence Date, certifying as to the satisfaction of the conditions matters set forth in this Section 7.1 as it shall reasonably requestthe foregoing clauses (i), (ii), (iii) and (iv).
Appears in 1 contract
Representations and Warranties and Covenants. Except for changes permitted or contemplated by this Agreement or the Plan Summary Term Sheet, each of (i) the representations and warranties of the Company contained in Section 3.1, Section 3.2, Section 3.3, Section 3.5, Section 3.20(a(A) (except for such inaccuracies in Section 3.20(a) caused by sales, purchases or transfers of assets which have been effected in accordance with, subject to the limitations contained in, and not otherwise prohibited by, the terms and conditions in this Agreement, including, without limitation, this Article VII) and Section 3.23 The Fundamental Representations shall be true and correct at and in all material respects as of the Closing Date Date, as if made at and as of the Closing Date such time (except for other than any such representations and warranties made that address matters as of a specific particular date, which shall be true and correct only in all material respects as of such specific date), (ii) and the representations representation and warranties of the Company contained warranty set forth in Section 3.4 4.04(b) (including for the avoidance of doubt the reference to Material Adverse Effect) shall be true and correct (except for de minimis inaccuracies) at and in all respects as of the Closing Date Date, as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct (except for de minimis inaccuracies) only as of such specific date) time and (iiiB) the all other representations and warranties of the Company Seller contained in this Agreement, Article III and Article IV (disregarding all qualifications and exceptions contained therein relating to “materiality” or , including references to “Material Adverse Effect”, ) shall be true and correct at and in all respects as of the Closing Date Date, as if made at and as of the Closing Date (such time, except for (x) breaches of representations and warranties made as of a specified date, which shall be true and correct only as of the specified date), except for such failures to be true and correct thatthat would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect and (it being agreed y) those representations and warranties that address matters as of a particular date, which, subject to clause (x) above, shall be true and correct as of such date;
(ii) the condition covenants and agreements of the Seller contained in this subclause Agreement to be complied with by the Seller at or before the Closing shall have been complied with in all material respects; and
(iii) as it relates to undisclosed liabilities the Purchaser shall have received a certificate of the Company Seller, signed by a duly authorized officer thereof and its Subsidiaries comprised of Indebtedness shall be deemed to be satisfied if the condition in Section 7.1(p) is satisfied. The Company shall have complied in all material respects with all of its obligations under this Agreement, provided that with respect to its obligations under Section 5.13 and Section 5.14(a), Section 5.14(b) (to the extent applicable) and Section 5.14(c) hereof, the Company shall have complied therewith in all respects. The Company shall have provided to Purchaser a certificate delivered by an executive officer of the Company, acting in his or her official capacity on behalf of the Company, to the effect that the conditions in this clause (c) and the immediately following clause (d) have been satisfied dated as of the Closing Date and Purchaser shall have received such other evidence of Date, certifying the conditions matters set forth in this Sections 8.01(a)(i) and (ii) above and Section 7.1 as it shall reasonably request8.01(d) below (the Seller’s Closing Certificate).
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Lilly Eli & Co)
Representations and Warranties and Covenants. Except for changes permitted or contemplated by this Agreement or the Plan Summary Term Sheet, each of (ia) the The representations and warranties of the Company Partnership and the Xxxxxx Partners herein contained in Section 3.1, Section 3.2, Section 3.3, Section 3.5, Section 3.20(a) (except for such inaccuracies in Section 3.20(a) caused by sales, purchases or transfers of assets which shall have been effected in accordance with, subject to the limitations contained in, and not otherwise prohibited by, the terms and conditions in this Agreement, including, without limitation, this Article VII) and Section 3.23 shall be true and correct in all material respects at the date of execution of this Agreement and as of the Closing Date as if though made at on and as of the Closing Date (Date, except for in the case of representations and warranties made as of a specific date, which shall be true and correct only as of such specific date), (ii) the representations and warranties of the Company contained in Section 3.4 shall be true and correct (except for de minimis inaccuracies) at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct (except for de minimis inaccuracies) only as of such specific date) and (iii) the other representations and warranties of the Company contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to “materiality” or “Material Adverse Effect”, shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties are expressly made as of a specified date, which shall be true and correct only as of such date (in each case after giving effect to any supplement to the specified dateDisclosure Schedules with respect to Developments, or with respect to Discoveries accepted or deemed to have been accepted by Investors, in each case pursuant to Section 5.5(b) hereof as if all such supplements were included in the Disclosure Schedules delivered by the Xxxxxx Partners and the Partnership on the date hereof), except for with such failures exceptions (i) with respect to be true and correct thatDiscoveries (A) as would not, individually or in the aggregate, would result in Damages in excess of $15 million or (B) as to which the Xxxxxx Partners shall have entered into an agreement, effective at Closing, to indemnify, consistent with the indemnification provisions of Sections 10.1(a) and 10.2(b), the Partnership for Damages arising out of, based upon or otherwise in respect there of (ii) with respect to Discoveries and Developments that are Identified Environmental Matters as to which the Xxxxxx Partners are not reasonably obligated to indemnify the Partnership or have agreed to indemnify the Partnership pursuant to Section 10.1(c), and (iii) relating to matters that re not Identified Environmental matters by solely reason of the $100,000 threshold described in Section 10.1(a); provided that for purposes of the foregoing, "Damages" attributable to matters under clauses (i), (ii) and (iii) shall be expected disregarded to have the extent of the amount taken into account in calculating Actual Net Income) and provided further, such exceptions, considered together with matters described in supplements to the Disclosure Schedules after the date hereof, do not, in light of any indemnification of the Partnerships agreed to by the Xxxxxx Partners, in the aggregate represent a Material Adverse Effect Effect.
(it being agreed that b) The Partnership and the condition in this subclause (iii) as it relates to undisclosed liabilities of the Company and its Subsidiaries comprised of Indebtedness shall be deemed to be satisfied if the condition in Section 7.1(p) is satisfied. The Company Xxxxxx Partners shall have performed or complied in all material respects with all of its obligations under agreements, undertakings and covenants required by this Agreement, provided that Agreement to be performed or complied with respect to its obligations under Section 5.13 by the Partnership and Section 5.14(a), Section 5.14(b) (the Xxxxxx Partners at or prior to the extent applicable) and Section 5.14(c) hereof, the Company shall have complied therewith in all respects. The Company shall have provided to Purchaser a certificate delivered by an executive officer of the Company, acting in his or her official capacity on behalf of the Company, to the effect that the conditions in this clause Closing Date.
(c) The Partnership and the immediately following clause (d) Xxxxxx Partners shall have been satisfied as of delivered to Investors a certificate dated the Closing Date and Purchaser shall have received such other evidence signed by the President or a Senior or Executive Vice President of GP Corp, as general partner of the conditions Partnership, and by the Xxxxxx Partners to the effect set forth in this Section 7.1 as it shall reasonably request6.1.
Appears in 1 contract
Samples: Agreement and Plan of Recapitalization, Redemption and Purchase (Graham Packaging Holdings Co)
Representations and Warranties and Covenants. Except for changes permitted or contemplated by this Agreement or the Plan Summary Term Sheet, each of (i) the representations and warranties of the Company contained in Section 3.12.1, Section 3.22.2, Section 3.32.3, Section 3.52.5, the last sentence of Section 3.20(a2.18 and Section 2.20(a) (except for such inaccuracies in Section 3.20(a2.20(a) caused by sales, purchases or transfers of assets which have been effected in accordance with, subject to the limitations contained in, and not otherwise prohibited by, the terms and conditions in this Agreement, including, without limitation, this Article VIIARTICLE VI or the Investment Agreements, including, without limitation, ARTICLE VII thereof) and Section 3.23 shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct only as of such specific date), (ii) the representations and warranties of the Company contained in Section 3.4 2.4 shall be true and correct (except for de minimis inaccuracies) at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct (except for de minimis inaccuracies) only as of such specific date) and (iii) the other representations and warranties of the Company contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to “materiality” or “Material Adverse Effect”, shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be true and correct only as of the specified date), except for such failures to be true and correct that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (it being agreed that the condition in this subclause (iii) as it relates to undisclosed liabilities of the Company and its Subsidiaries comprised of Indebtedness indebtedness shall be deemed to be satisfied if the condition in Section 7.1(p) of the Brookfield Agreement is satisfied). The Company shall have complied in all material respects with all of its obligations under this Agreement, provided that with respect to its obligations under Section 5.13 and Section 5.14(a), Section 5.14(b) (to the extent applicable) and Section 5.14(c) hereof, the Company shall have complied therewith in all respects. The Company shall have provided to Purchaser a certificate delivered by an executive officer of the Company, acting in his or her official capacity on behalf of the Company, to the effect that the conditions in this clause (c) and ), the immediately following clause (d) and clause (n) of this Section 6.1 have been satisfied as of the Closing Date and Purchaser shall have received such other evidence of the conditions set forth in this Section 7.1 6.1 as it shall reasonably request.
Appears in 1 contract
Samples: Stock Purchase Agreement (General Growth Properties Inc)
Representations and Warranties and Covenants. Except for changes permitted or contemplated by this Agreement or the Plan Summary Term Sheet, each of (i) the representations and warranties of the Company contained in Section 3.1, Section 3.2, Section 3.3, Section 3.5, Section 3.20(a) (except for such inaccuracies in Section 3.20(a) caused by sales, purchases or transfers of assets which have been effected in accordance with, subject to the limitations contained in, and not otherwise prohibited by, the terms and conditions in this Agreement, including, without limitation, this Article VII) and Section 3.23 shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct only as of such specific date), (ii) the representations and warranties of the Company contained in Section 3.4 shall be true and correct (except for de minimis inaccuracies) at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct (except for de minimis inaccuracies) only as of such specific date) and (iii) the other representations and warranties of the Company contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to “materiality” or “Material Adverse Effect”, shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be true and correct only as of the specified date), except for such failures to be true and correct that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (it being agreed that the condition in this subclause (iii) as it relates to undisclosed liabilities of the Company and its Subsidiaries comprised of Indebtedness shall be deemed to be satisfied if the condition in Section 7.1(p) is satisfied. The Company shall have complied in all material respects with all of its obligations under this Agreement, provided that with respect to its obligations under Section 5.13 and Section 5.14(a), Section 5.14(b) (to the extent applicable) and Section 5.14(c) hereof, the Company shall have complied therewith in all respects. The Company shall have provided to Purchaser a certificate delivered by an executive officer of the Company, acting in his or her official capacity on behalf of the Company, to the effect that the conditions in this clause (c) and the immediately following clause (d) have been satisfied as of the Closing Date and Purchaser shall have received such other evidence of the conditions set forth in this Section 7.1 as it shall reasonably request.subclause
Appears in 1 contract
Samples: Stock Purchase Agreement
Representations and Warranties and Covenants. Except for changes permitted or contemplated by this Agreement or the Plan Summary Term Sheet, each of (i) the The representations and warranties of each Seller set forth in Section 3.1(a), (b) and (c) and of the Company contained set forth in Section 3.13.3(a), Section 3.2, Section 3.3, Section 3.5, Section 3.20(a) (except for such inaccuracies in Section 3.20(a) caused by sales, purchases or transfers of assets which have been effected in accordance with, subject to the limitations contained in, and not otherwise prohibited by, the terms and conditions in this Agreement, including, without limitation, this Article VIIb) and Section 3.23 (c) shall be true and correct at and in all material respects (without giving effect to any limitation as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct only as of such specific date), (ii) the representations and warranties of the Company contained in Section 3.4 shall be true and correct (except for de minimis inaccuracies) at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct (except for de minimis inaccuracies) only as of such specific date) and (iii) the other representations and warranties of the Company contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to “materiality” or “Material Adverse Effect”, shall be true and correct at ” set forth therein) as of the date hereof and as of the Closing Date as if though made at on and as of the Closing Date (except for Date, and all other representations and warranties made as of a specified date, which the Sellers and the Company shall be true and correct only in all respects (other than in the case of Section 3.3(e)(i) and (ii)(C) and Section 3.3(f)(i) and (ii), without giving effect to any limitation as of the specified dateto “materiality” or “Material Adverse Effect” set forth therein), except for such failures any failure(s) to be so true and correct that, individually or in the aggregate, that has not had and would not reasonably be expected to have a Material Adverse Effect Effect, in each case as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (it being agreed except that to the condition extent such representations and warranties expressly speak as of an earlier date, such representations and warranties shall be true in all material respects as of such specified date);
(ii) The Company and the Sellers shall have in all material respects performed all obligations and complied with all covenants and conditions required by this subclause Agreement to be performed or complied with by them at or prior to the Closing; and
(iii) as it relates to undisclosed liabilities of the Company and its Subsidiaries comprised of Indebtedness shall be deemed to be satisfied if the condition in Section 7.1(p) is satisfied. The Company shall have complied in all material respects with all of its obligations under this Agreement, provided that with respect delivered to its obligations under Section 5.13 and Section 5.14(a), Section 5.14(b) (to the extent applicable) and Section 5.14(c) hereof, the Company shall have complied therewith in all respects. The Company shall have provided to Purchaser Buyer a certificate delivered signed by an executive officer of the Company, acting in his or her official capacity and the Sellers’ Representative, on behalf of the CompanySellers, shall have delivered to Buyer a certificate signed by an officer of the effect that Sellers’ Representative on behalf of the conditions in this clause (c) and the immediately following clause (d) have been satisfied Sellers, dated as of the Closing Date and Purchaser shall have received Date, that to the knowledge of such other evidence of Persons, the conditions set forth in this Section 7.1 as it shall reasonably requestSections 4.1(a)(i) and 4.1(a)(ii) have been satisfied.
Appears in 1 contract
Representations and Warranties and Covenants. Except The representations and warranties of Acquired Companies and Sellers contained in Article III, Article IV, and Article V (in each case disregarding all qualifications or limitations as to “materiality”, “in all material respects” or “Material Adverse Effect” set forth therein), other than the Fundamental Representations and Warranties, shall, as updated by Schedule Supplements to the Disclosure Schedules in accordance with Section 8.7 for changes permitted or contemplated by this Agreement or the Plan Summary Term Sheet, each purposes of (i) the representations and warranties of the Company contained in Section 3.1at Closing, Section 3.2, Section 3.3, Section 3.5, Section 3.20(a) (except for such inaccuracies in Section 3.20(a) caused by sales, purchases or transfers of assets which have been effected in accordance with, subject to the limitations contained in, and not otherwise prohibited by, the terms and conditions in this Agreement, including, without limitation, this Article VII) and Section 3.23 shall be true and correct at and as of the Closing Date with the same effect as if though made at and as of the Closing Date (except for those representations and warranties made as of a specific date, which shall be true and correct that address matters only as of such specific date), (ii) the representations and warranties of the Company contained in Section 3.4 shall be true and correct (except for de minimis inaccuracies) at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct (except for de minimis inaccuracies) only as of such specific date) and (iii) the other representations and warranties of the Company contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to “materiality” or “Material Adverse Effect”, shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be true and correct only in all respects as of the that specified date), except for where the failure of such failures representations and warranties to be true and correct thathas not had, and would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (it being agreed that the condition in this subclause (iii) as it relates to undisclosed liabilities Effect. Each of the Company Fundamental Representations and its Subsidiaries comprised Warranties shall, as updated by Schedule Supplements to the Disclosure Schedules in accordance with Section 8.7 for purposes of Indebtedness Fundamental Representations and Warranties at Closing, be true and correct as of the Closing with the same effect as though made at and as of the Closing (except those representations and warranties that address matters only as of a specified date, which shall be deemed true and correct in all respects as of that specified date), unless, in each case, the failure of such representations and warranties to be satisfied if so true and correct is attributable only to de minimis inaccuracies. Each of the condition in Section 7.1(p) is satisfied. The Company Acquired Companies and each Seller shall have performed and complied with in all material respects with all of its obligations covenants and agreements required to be performed or complied with by it under this Agreement, provided that with respect to its obligations under Section 5.13 and Section 5.14(a), Section 5.14(b) (Agreement at or prior to the extent applicable) and Section 5.14(c) hereof, the Company shall have complied therewith in all respects. The Company shall have provided to Purchaser a certificate delivered by an executive officer of the Company, acting in his or her official capacity on behalf of the Company, to the effect that the conditions in this clause (c) and the immediately following clause (d) have been satisfied as of the Closing Date and Purchaser shall have received such other evidence of the conditions set forth in this Section 7.1 as it shall reasonably requestClosing.
Appears in 1 contract
Samples: Securities and Asset Purchase Agreement (Tilray Brands, Inc.)
Representations and Warranties and Covenants. Except for changes permitted or contemplated by this Agreement or the Plan Summary Term Sheet, each of (i) the representations and warranties of the Company contained in Section 3.1, Section 3.2, Section 3.3, Section 3.5, Section 3.20(a) (except for such inaccuracies in Section 3.20(a) caused by sales, purchases or transfers of assets which have been effected in accordance with, subject to the limitations contained in, and not otherwise prohibited by, the terms and conditions in this Agreement, including, without limitation, this Article VII) and Section 3.23 shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct only as of such specific date), (ii) the representations and warranties of the Company contained in Section 3.4 shall be true and correct (except for de minimis inaccuracies) at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct (except for de minimis inaccuracies) only as of such specific date) and (iii) the other representations and warranties of the Company contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to “materiality” or “Material Adverse Effect”, shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be true and correct only as of the specified date), except for such failures to be true and correct that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (it being agreed that the condition in this subclause (iii) as it relates to undisclosed liabilities of the Company and its Subsidiaries comprised of Indebtedness shall be deemed to be satisfied if the condition in Section 7.1(p) is satisfied. The Company shall have complied in all material respects with all of its obligations under this Agreement, provided that with respect to its obligations under Section 5.4, Section 5.13 and Section 5.14(a5.14(b), Section 5.14(b) (to the extent applicable) and , Section 5.14(c) hereof, the Company shall have complied therewith in all respects. The Company shall have provided to each Purchaser a certificate delivered by an executive officer of the Company, acting in his or her official capacity on behalf of the Company, to the effect that the conditions in this clause (c) and the immediately following clause (d) have been satisfied as of the Closing Date and each Purchaser shall have received such other evidence of the conditions set forth in this Section 7.1 as it shall reasonably request.
Appears in 1 contract
Samples: Stock Purchase Agreement (General Growth Properties Inc)
Representations and Warranties and Covenants. Except for changes permitted or contemplated by this Agreement or the Plan Summary Term Sheet, each of (i) the representations and warranties of the Company contained in Section 3.1, Section 3.2, Section 3.3, Section 3.5, Section 3.20(a) (except for such inaccuracies in Section 3.20(a) caused by sales, purchases or transfers of assets which have been effected in accordance with, subject to the limitations contained in, and not otherwise prohibited by, the terms and conditions in this Agreement, including, without limitation, this Article VII) and Section 3.23 shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct only as of such specific date), (ii) the representations and warranties of the Company contained in Section 3.4 shall be true and correct (except for de minimis inaccuracies) at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct (except for de minimis inaccuracies) only as of such specific date) and (iii) the other all representations and warranties of the Company contained in this AgreementAgreement (other than the representations and warranties of the Company described in Sections 9.03(a)(ii), disregarding all qualifications (iii) and exceptions contained therein relating to “materiality” or “Material Adverse Effect”, (iv)) shall be true and correct at as of the Agreement Date and as of the Closing Date Date, as if made at and as of the Closing Date that time (except for other than representations and warranties that are made as of a specified specific date, which representations and warranties shall be have been true and correct only as of the specified such date), except for such failures breaches or inaccuracies, as the case may be, as to be true and correct matters that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (it being agreed Effect; provided, however, that for purposes of determining the satisfaction of the condition in this subclause clause (iiii), no effect shall be given to any qualifier of “material” or “Material Adverse Effect” in such representations and warranties;
(ii) as it relates to undisclosed liabilities each of the representations and warranties of the Company contained in Section 4.01 (Organization and its Subsidiaries comprised of Indebtedness Authority), Section 4.16 (Brokers) and Section 4.20 (Affiliate Agreements), in each case shall be deemed to be satisfied if the condition in Section 7.1(p) is satisfied. The Company shall have complied true and correct in all material respects with all as of its obligations under this Agreementthe Agreement Date and as of the Closing Date, provided as if made at and as of that with respect to its obligations under time (other than representations and warranties that are made as of a specific date, which representations and warranties shall have been true and correct as of such date);
(iii) each of the representations and warranties of the Company contained in Section 5.13 and Section 5.14(a), Section 5.14(b4.07(b) (to No Material Adverse Effect) shall be true and correct in all respects as of the extent applicableAgreement Date and as of the Closing Date, as if made at and as of that time;
(iv) the representations and Section 5.14(c) hereof, warranties of the Company contained in Section 4.03 (Capitalization) shall be true and correct other than de minimis inaccuracies, as of the Agreement Date and as of the Closing Date, as if made at and as of that time;
(v) the covenants contained in this Agreement required to be complied with by the Company on or before the Closing shall have been complied therewith with in all material respects. The Company ; and
(vi) Acquiror shall have provided to Purchaser received a certificate delivered signed by an executive authorized officer of the Company, acting in his or her official capacity on behalf of the Company, to the effect that the conditions in this clause (c) and the immediately following clause (d) have been satisfied dated as of the Closing Date and Purchaser shall have received such other evidence Date, certifying as to the satisfaction of the conditions matters set forth in this Section 7.1 as it shall reasonably requestthe foregoing clauses (i) through (v).
Appears in 1 contract
Representations and Warranties and Covenants. Except for changes permitted or contemplated by this Agreement or the Plan Summary Term Sheet, each of (i) the The representations and warranties of the Company Parent contained in Section 3.1, Section 3.2, Section 3.3, Section 3.5, Section 3.20(a) (except for such inaccuracies in Section 3.20(a) caused by sales, purchases or transfers 3.1 of assets which have been effected in accordance with, subject to the limitations contained in, and not otherwise prohibited by, the terms and conditions in this Agreement, including, without limitation, this Article VII) and Section 3.23 Agreement shall be true and correct at and in all material respects both as of the Closing Date as if made at date hereof and as of the Closing Date (except for representations and warranties made that expressly speak as of a specific date, which representations and warranties shall be true and correct only as of such specific specified date), (ii) except the representations and warranties of the Company contained that: (a) are already qualified by terms such as “material”, “materiality” or “Material Adverse Effect” in Section 3.4 which case such representations and warranties shall be true and correct in all respects (except for de minimis inaccuraciesas modified by such qualifications) at both as of the date hereof and as of the Closing Date Date, and (b) are set forth in Sections 3.1(a) (Due Organization and Good Standing), 3.1(b) (Company Subsidiaries), 3.1(c) (Ownership of Shares) and 3.1(e) (Authorization of Transaction), which shall be true and correct in all respects both as if made at of the date hereof and as of the Closing Date (except for those representations and warranties made that expressly speak as of a specific date, which representations and warranties shall be true and correct (except for de minimis inaccuracies) only as of such specific specified date);
(ii) The Company, the Selling Companies and Parent shall have in all material respects performed all obligations, and in all material respects complied with all covenants and agreements, required by this Agreement to be performed or complied with by them at or prior to the Closing;
(iii) the other representations and warranties Parent shall have delivered to Buyer a certificate signed by an officer of the Company contained in this AgreementParent, disregarding all qualifications and exceptions contained therein relating to “materiality” or “Material Adverse Effect”, shall be true and correct at and dated as of the Closing Date as if made at and as Date, certifying that to the knowledge of such Person, the Closing Date (except for representations and warranties made as of a specified date, which shall be true and correct only as of the specified date), except for such failures to be true and correct that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (it being agreed that the condition in this subclause (iii) as it relates to undisclosed liabilities of the Company and its Subsidiaries comprised of Indebtedness shall be deemed to be satisfied if the condition conditions set forth in Section 7.1(p4.1(a)(i) is satisfied. and Section 4.1(a)(ii) have been satisfied with respect to Parent and the Selling Companies; and
(iv) The Company shall have complied in all material respects with all of its obligations under this Agreement, provided that with respect delivered to its obligations under Section 5.13 and Section 5.14(a), Section 5.14(b) (to the extent applicable) and Section 5.14(c) hereof, the Company shall have complied therewith in all respects. The Company shall have provided to Purchaser Buyer a certificate delivered signed by an executive officer of the Company, acting in his or her official capacity on behalf of the Company, to the effect that the conditions in this clause (c) and the immediately following clause (d) have been satisfied dated as of the Closing Date and Purchaser shall have received Date, certifying that to the knowledge of such other evidence of Person, the conditions set forth in this Section 7.1 as it shall reasonably request4.1(a)(i) and Section 4.1(a)(ii) have been satisfied.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Integra Lifesciences Holdings Corp)