REPRESENTATIONS AND WARRANTIES OF ARC. To induce the Company Shareholders to enter into this Agreement and to consummate the transactions contemplated hereby, ARC represents and warrants to and covenants with the Company Shareholders as follows:
REPRESENTATIONS AND WARRANTIES OF ARC. ARC hereby makes the following representations and warranties to Seller:
REPRESENTATIONS AND WARRANTIES OF ARC. ARC represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF ARC. Except as set forth in the correspondingly numbered Section of the Disclosure Schedules, ARC represents and warrants to the Sellers that the statements contained in this ARTICLE IV are true and correct as of the date hereof and on the Closing Date except to the extent otherwise contemplated herein.
REPRESENTATIONS AND WARRANTIES OF ARC. The representations and warranties of ARC contained in Sections 2.1, 2.2, 2.5 and 2.27 (such representations and warranties, the “Fundamental Representations”) shall be true and correct in all respects (with only such exceptions as are de minimis) as of the Closing Date as though made at and as of the Closing Date, except to the extent that any representation and warranty is made as of a specified date other than the Closing Date, in which case such representation and warranty shall be true and correct in all respects (with only such exceptions as are de minimis) as of such specified date. The representations and warranties of ARC contained in Sections 2.3, 2.4, 2.6, 2.7, 2.8 and 2.25 of this Agreement (read without giving effect to any qualifications or exceptions contained therein regarding materiality or similar qualification, except for references to “Material Adverse Effect” and references to “Material Contracts”) shall be true and correct in all material respects as of the Closing Date as though made at and as of the Closing Date, except to the extent that any representation and warranty is made as of a specified date other than the Closing Date, in which case such representation and warranty shall be true and correct in all material respects as of such specified date. Other than the Fundamental Representations and the representations and warranties referred to in the immediately preceding sentence, the representations and warranties of ARC contained in Article II of this Agreement (read without giving effect to any qualifications or exceptions contained therein regarding materiality, “Material Adverse Effect” or similar qualification, except for references to “Material Contracts”) shall be true and correct as of the Closing Date as though made at and as of the Closing Date, except to the extent that any representation and warranty is made as of a specified date other than the Closing Date, in which case such representation and warranty shall be true and correct as of such specified date and except, in each case, 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.
REPRESENTATIONS AND WARRANTIES OF ARC. ARC represents and warrants to Amkor as follows:
REPRESENTATIONS AND WARRANTIES OF ARC. ARC represents, warrants and covenants to Recom that as of the date of this Agreement and through and including the Closing Date:
3.1 Consents, Authorization and Validity of Agreement. ARC has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and the Closing Documents and to perform its obligations under this Agreement. The execution, delivery and performance by ARC of this Agreement, and any other documents relating thereto are within its power and have been duly authorized. Upon execution hereof, this Agreement shall constitute valid and binding agreements and obligations of ARC, enforceable against ARC and its affiliates in accordance with their respective terms.
REPRESENTATIONS AND WARRANTIES OF ARC. ARC represents and warrants to EYII that except as set forth in the Disclosure Schedule, the statements contained in this Section 10 are true and correct as of the date of this Agreement. The Disclosure Schedule shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in this Section 10, and the disclosures in any section or subsection of the Disclosure Schedule shall qualify other sections and subsections in this Section 10 to the extent it is readily apparent from a reading of the disclosure that such disclosure is applicable to such other sections and subsections.
REPRESENTATIONS AND WARRANTIES OF ARC. ARC represents and warrants to the Company as follows, as of the date of this Agreement and as of the Closing:
REPRESENTATIONS AND WARRANTIES OF ARC. ARC represents and warrants to DASCO as follows as of the date hereof:
(a) ARC is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware.
(b) The execution and delivery of this Agreement and all other documents, instruments and agreements to be executed in connection with the transactions contemplated by this Agreement (the "Transaction Documents") have been duly and validly authorized by all necessary actions of ARC, and shall constitute the legal, valid and binding obligations of ARC enforceable against ARC in accordance with the terms hereof and thereof except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or other similar laws related to or affecting the enforcement of creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.
(c) No consent, waiver, approval or authorization of or notice to any other Person (including any government entity) is required to be made, obtained or given by ARC in connection with the execution and delivery of this Agreement or any other Transaction Document except for those which have been heretofore obtained.
(d) Neither the execution or delivery of this Agreement nor any other Transaction Document does or will, with or without the giving of notice, lapse of time or both, (i) violate or constitute a default under any term or provision of (A) any agreement to which ARC is a party or by which it is bound, or (B) any judgment, decree, order, statute, injunction, rule or regulation of a government entity applicable to ARC, or by which it or its assets or properties are bound, or (ii) result in the creation of any lien or encumbrance upon ARC or its assets.
(e) ARC is a United States person within the meaning of Code Section 7701(a)(30).
