REPRESENTATIONS AND WARRANTIES OF BLOCKER. Except as disclosed in the disclosure schedule (the “Blocker Disclosure Schedule”) delivered by Blocker to GETCO and Knight prior to the execution of this Agreement (provided, however, that disclosure in any section of such schedule shall apply only to the corresponding Section of this Agreement except to the extent that it is reasonably apparent on the face of such disclosure that such disclosure is relevant to another Section of this Agreement), Blocker hereby represents and warrants to GETCO and to Knight as follows:
REPRESENTATIONS AND WARRANTIES OF BLOCKER. The representations and warranties of Blocker set forth in Article V of this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of a specific date, in which case, such representations and warranties shall be so true and correct as of such date) without giving effect to the words “material”, “materiality”, “materially”, “knowledge” or “Material Adverse Effect”, in all material respects.
REPRESENTATIONS AND WARRANTIES OF BLOCKER. 5.1. Corporate Organization 60 5.2. Authority and Enforceability 61 5.3. No Conflict 61 5.4. Consents 61 5.5. Entities 62 5.6. Tax Matters 63 5.7. Brokers’ and Finders’ Fees 63 5.8. State Takeover Laws 63 5.9. Blocker Information 63 5.10. No Other Representations or Warranties 64 ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF BLOCKER. Except as set forth in the Company Disclosure Schedule, Blocker hereby represents and warrants to Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF BLOCKER. Except as set forth on the Company Disclosure Schedule, Blocker represents and warrants to Parent, Blocker Merger Sub and Company Merger Sub, as of the date hereof and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF BLOCKER. Except as set forth in the Disclosure Schedule prepared and delivered by Blocker to Purchaser prior to the execution of this Agreement in accordance with Section 12.22, Blocker hereby represents and warrants to Purchaser, as of the date of this Agreement and as of the Closing (in each case, except to the extent a representation or warranty expressly states that such representation or warranty is as of an earlier date, which representation or warranty is made as of such earlier date) as follows:
REPRESENTATIONS AND WARRANTIES OF BLOCKER. As an inducement to ParentCo, NAC, Merger Sub Corp and Merger Sub LLC to enter into this Agreement, the Blocker Holder and Blocker hereby severally represent and warrant to ParentCo, NAC, Merger Sub Corp and Merger Sub LLC, as follows:
REPRESENTATIONS AND WARRANTIES OF BLOCKER. The representations and warranties of Blocker contained in this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “material adverse effect” or any similar limitation set forth herein) in all respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a material adverse effect on Blocker’s ability to consummate the Transactions.
REPRESENTATIONS AND WARRANTIES OF BLOCKER. In order to induce Buyers to enter into and perform this Agreement and to consummate the transactions contemplated hereby, Blocker hereby represents and warrants to Buyers as follows, in each case except as set forth on the Disclosure Schedule (subject to Section 11.15):
REPRESENTATIONS AND WARRANTIES OF BLOCKER. Blocker makes the following representations and warranties to Purchaser:
