REPRESENTATIONS AND WARRANTIES OF BUYER AND NEWPARK. Concurrently with the execution and delivery of this Agreement, Buyer is delivering to the Seller the Buyer Disclosure Schedule setting forth items the disclosure of which shall be necessary or appropriate either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in this Article V; provided, however, that information disclosed in or for one section of the Buyer Disclosure Schedule shall be deemed disclosed in all other sections of the Buyer Disclosure Schedule only to the extent it is reasonably apparent on its face that such information is relevant to such other section of the Buyer Disclosure Schedule. Subject to the preceding paragraph, Buyer and Newpark jointly and severally represent and warrant to the Seller as of the date hereof and as of the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER AND NEWPARK. 53 Section 5.01 Organization and Authority of Buyer and Newpark 53 Section 5.02 No Conflicts; Consents 54 Section 5.03 Legal Proceedings 54 Section 5.04 Sufficiency of Funds 54 Section 5.05 Issuance of Newpark Stock Consideration 55 Section 5.06 Newpark Financial Statements 55 Section 5.07 SEC Reports 55 Section 5.08 Brokers 55 Article VI Covenants 55 Section 6.01 Access to Information 55 Section 6.02 Consents; Cooperation 57 Section 6.03 Confidentiality; Non-Competition; Non-Solicitation 58 Section 6.04 Tax Matters 60 Section 6.05 Further Assistance 61 Section 6.06 Accounts Receivable 62 Section 6.07 Conduct of Business 62 Section 6.08 Employee Matters 64 Section 6.09 Removal of Names 66 Section 6.10 Casualty Loss 66 Section 6.11 Exclusivity 67 Section 6.12 Publicity 67 Section 6.13 Existence of Seller 68 Section 6.14 Insurance Matters 68 Section 6.15 State Tax Filings 68 Article VII Conditions to Closing 68 Section 7.01 Conditions to Obligations of All Parties 68 Section 7.02 Conditions to Obligations of Buyer and Newpark 68 Section 7.03 Conditions to Obligations of the Seller and Stockholders 69 Article VIII Indemnification 70 Section 8.01 Survival 70 Section 8.02 Indemnification By Seller and Stockholders 71 Section 8.03 Indemnification by Buyer 71 Section 8.04 Indemnification by the Stockholder 72 Section 8.05 Certain Limitations 72 Section 8.06 Indemnification Procedures 73 Section 8.07 Tax Treatment of Indemnification Payments 75 Section 8.08 Exclusive Remedies 75 Section 8.09 Offsetting Amounts 76 Article IX Termination 76 Section 9.01 Termination 76 Section 9.02 Effect of Termination 77 Article X Escrow 77 Section 10.01 Escrow 77 Article XI Miscellaneous 77 Section 11.01 Expenses 77 Section 11.02 Notices 78 Section 11.03 Headings 79 Section 11.04 Severability 79 Section 11.05 Entire Agreement 79 Section 11.06 Successors and Assigns 80 Section 11.07 No Third-Party Beneficiaries 80 Section 11.08 Amendment and Modification; Waiver 80 Section 11.09 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial 80 Section 11.10 Counterparts 80 Section 11.11 Descriptive Headings 80 Section 11.12 Incorporation of Exhibits 80 Section 11.13 Specific Performance 80 Exhibits Exhibit A Cash Escrow Agreement Exhibit B Stockholders Exhibit C Form of Xxxx of Sale, Assignment and Assumption Agreement Exhibit D Form of Cross-Receipt Exhibit E Form of Assignment and Assumption of Lease Exhibit F Form of Lock-Up Agreement ASSET PURCHASE AGREEMENT This Asset Purchas...
