REPRESENTATIONS AND WARRANTIES OF ACQUISITION CORP. ACQUISITION CORP. hereby represents and warrants to the Company that the statements contained in this Article III are true, correct, and complete as of the date of this Agreement and will be true and correct as of the Closing Date.
REPRESENTATIONS AND WARRANTIES OF ACQUISITION CORP. AND ADVANCED NMR Acquisition Corp. and Advanced NMR, jointly and severally, hereby represent and warrant to AMS as follows:
REPRESENTATIONS AND WARRANTIES OF ACQUISITION CORP. 7 4.1. Organization, Standing and Power. 7 4.2. Subsidiaries; Equity Interests 7 4.3. Capital Structure. 7 4.4. Authority; Execution and Delivery; Enforceability 8 4.5. No Conflicts; Consents. 8 4.6. Taxes 9 4.7. Benefit Plans 9 4.8. ERISA Compliance; Excess Parachute Payments. 9 4.9. Litigation 10 4.10. Compliance with Applicable Laws 10 4.11. Contracts. 10 4.12. Title to Properties 10 4.13. Intellectual Property 10 4.14. Labor Matters 11 i TABLE OF CONTENTS 4.15. SEC Documents; Undisclosed Liabilities 11 4.16. Transactions With Affiliates and Employees 11 4.17. Internal Accounting Controls 12 4.18. Solvency 12 4.19. Application of Takeover Protections. 12 4.20. Investment Company. 12 4.21. Foreign Corrupt Practices. 12 4.22. Absence of Certain Changes or Events 13 4.23. Certain Registration Matters 14 4.24. Listing and Maintenance Requirements 14 4.25. Disclosure. 14 4.26. Information Supplied. 14 4.27. No Undisclosed Events, Liabilities, Developments or Circumstances. 15 4.28. No Additional Agreements. 15 ARTICLE V CONDITIONS TO CLOSING 15 5.1. Acquisition Corp. Conditions Precedent 15 5.2. Xxxxx Xxxxx and Shareholder Conditions Precedent. 17
REPRESENTATIONS AND WARRANTIES OF ACQUISITION CORP. Acquisition Corp. represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF ACQUISITION CORP. As an inducement to the Company to enter into this Agreement and to consummate the transactions contemplated herein, Acquisition Corp. represents and warrants, as of the date of this Agreement and as of the Closing Date, unless stated otherwise below, or as set forth in the disclosure schedule provided by Acquisition Corp. to the Company (“Acquisition Disclosure Schedule”), in which, the inclusion of any item shall constitute disclosure for all purposes under this Agreement to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF ACQUISITION CORP. Acquisition Corp. represents and warrants to GAFC that, except as set forth in Acquisition Corp.'s Disclosure Letter:
REPRESENTATIONS AND WARRANTIES OF ACQUISITION CORP. AND APF Acquisition Corp. and APF jointly and severally represent and warrant to the Stockholders and the Advisor that the statements contained in this Article VI are correct and complete as of the date hereof:
REPRESENTATIONS AND WARRANTIES OF ACQUISITION CORP. Subject to the exceptions set forth in the Acquisition Corp. Disclosure Letter (regardless of whether or not the Acquisition Corp. Disclosure Letter is referenced below with respect to any particular representation or warranty), Acquisition Corp. represents and warrants as follows to Xxxxx Xxxxx and the Shareholders.
REPRESENTATIONS AND WARRANTIES OF ACQUISITION CORP. AND AEC 4.1 Due Incorporation . . . . . . . . . . . . . . 14 4.2
REPRESENTATIONS AND WARRANTIES OF ACQUISITION CORP. AND AEC Acquisition Corp. and AEC, jointly and severally, hereby represent and warrant to the Stockholders as follows:
