REPRESENTATIONS AND WARRANTIES CONCERNING BUYER. Buyer represents and warrants to the Sellers that:
REPRESENTATIONS AND WARRANTIES CONCERNING BUYER. As an inducement to Sellers and the Companies to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer hereby represents and warrants to Sellers and the Companies as follows:
REPRESENTATIONS AND WARRANTIES CONCERNING BUYER. Buyer represents and warrants that the following are true as of the date of this Agreement. Each representation and warranty shall be automatically restated and ratified as of each Purchase Date.
REPRESENTATIONS AND WARRANTIES CONCERNING BUYER. Buyer represents and warrants to the Selling Parties as follows:
REPRESENTATIONS AND WARRANTIES CONCERNING BUYER. Buyer hereby represents and warrants to the Sellers and the Company, as of the date of this Agreement and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES CONCERNING BUYER. As a material inducement to Seller and the Company to enter into this Agreement and consummate the Contemplated Transactions, Xxxxx hereby represents and warrants to Seller and the Company as follows as of the date of this Agreement and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES CONCERNING BUYER. Except as is provided in the disclosure letter delivered at or prior to the execution of this Agreement by Buyer (the “Buyer Disclosure Schedule”), Buyer represents and warrants to Seller as follows:
REPRESENTATIONS AND WARRANTIES CONCERNING BUYER. MERGER SUB 1 AND MERGER SUB 2 46 5.1 Organization and Power 46 5.2 Authorization 46 5.3 No Violation 47 5.4 Governmental Authorities and Consents 47 5.5 Litigation 47 5.6 Brokerage 47 5.7 Investment Intent 47 5.8 Buyer Shares 47 5.9 No Other Representations and Warranties; Independent Investigation. 47 ARTICLE VI ADDITIONAL AGREEMENTS; COVENANTS AFTER CLOSING 48 6.1 Survival of Representations and Warranties 48 6.2 Indemnification 48 6.3 Certain Waivers; etc. 52 6.4 Business Covenants 52 6.5 Press Releases and Announcements 55 6.6 Expenses 55 6.7 Specific Performance 55 6.8 Further Assurances 56 6.9 Tax Matters 56 6.10 Director and Officer Indemnification 58 6.11 Appointment of Sellers' Representative 58 6.12 Use of Name. 59 6.13 Restrictive Legend 59 ARTICLE VII MISCELLANEOUS 59 7.1 Amendment and Waiver 59 7.2 Notices 60 7.3 Successors and Assigns 60 7.4 Severability 60 7.5 Interpretation 60 7.6 No Third-Party Beneficiaries 61 7.7 Complete Agreement 61 7.8 Electronic Delivery; Counterparts 61 7.9 GOVERNING LAW; CHOICE OF LAW 61 7.10 Arbitration; WAIVER OF JURY TRIAL 62 7.11 Time Periods 63 7.12 Schedules 63 7.13 Legal Representation 64 SCHEDULES: Schedule 2.2(b)(iv) Agreements to be Terminated Schedule 2.2(b)(v) Government Approvals Schedule 2.2(b)(vi) Third-Party Approvals Schedule 2.2(b)(vii) Resignations Schedule 3.1 Officers and Directors Schedule 3.2(a) Capitalization Schedule 3.2(b) Shareholder Agreements Schedule 3.2(c) Joint Ventures and Minority Interests Schedule 3.3 Authorization Schedule 3.4(a) Financial Statements Schedule 3.4(c) Accounts Receivable Schedule 3.5 Absence of Undisclosed Liabilities Schedule 3.7 Absence of Certain Developments Schedule 3.8 Assets Schedule 3.9(a) Contracts and Commitments Schedule 3.9(b) Absence of Defaults Schedule 3.10(a) Intellectual Property Rights; IT, Cybersecurity and Data Privacy Schedule 3.10(e) Sponsors Schedule 3.10(f) Company Products Schedule 3.11 Litigation Schedule 3.12 Permits Schedule 3.12(b) Permits Schedule 3.13(a) Compliance with Environmental Laws Schedule 3.13(b) Absence of Environmental Actions Schedule 3.13(c) Hazardous Substances Schedule 3.13(d) Environmental Indemnification Schedule 3.14(a) Employees Schedule 3.14(e) COVID-19 Employee Matters Schedule 3.15(a) Employee Benefit Plans Schedule 3.15(j) Certain Plan Events Schedule 3.16 Insurance Schedule 3.17(q) Tax Matters Schedule 3.18 Brokerage Schedule 3.19 Bank Accounts; Names and Locations Schedule 3.20 Affiliated Transactions Schedul...
REPRESENTATIONS AND WARRANTIES CONCERNING BUYER. Buyer represents and warrants to Sellers that the statements contained in this §3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (if the Closing Date is a different date than the date of this Agreement).
REPRESENTATIONS AND WARRANTIES CONCERNING BUYER. Buyer and Parent, jointly and severally, hereby represent and warrant to the Seller Parties as follows:
