REPRESENTATIONS AND WARRANTIES OF BUYER PARENT. Buyer Parent represents and warrants as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER PARENT. Buyer Parent hereby represents and warrants to Sellers and the Shareholders as of the date hereof and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER PARENT. Except as disclosed in the Buyer Parent SEC Documents and forms, documents and reports of Buyer Parent, in each case filed or furnished with the SEC since December 31, 2014 and prior to the date of this Agreement (including exhibits and other information incorporated by reference therein provided that such exhibits and other information incorporated by reference therein is publicly available) to the extent the relevance of such disclosure is reasonably apparent (but excluding any disclosures set forth in any “risk factors” section, any disclosures in any “forward looking statements” section and any other disclosures included therein to the extent they are predictive, general, cautionary or forward-looking in nature) or in the applicable section of the disclosure letter delivered by Buyer Parent to Sellers immediately prior to the execution of this Agreement (the “Buyer Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section of the Buyer Parent Disclosure Letter shall be deemed disclosure with respect to any other section of this Agreement to which the relevance of such item is reasonably apparent), Buyer Parent represents and warrants to Sellers as set forth below.
REPRESENTATIONS AND WARRANTIES OF BUYER PARENT. Buyer Parent, on its behalf and, to the extent applicable, on behalf of each other Buyer, represents and warrants to Seller Parent that the statements contained in this ARTICLE V are true and correct as of the date hereof.
REPRESENTATIONS AND WARRANTIES OF BUYER PARENT. Buyer Parent hereby represents and warrants to Parent as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER PARENT. Buyer Parent represents and warrants to Seller as of the date hereof as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER PARENT. 42 6.1. Organization and Authority of Buyer Parent............42 6.2. Due Authorization by Buyer Parent.....................42 6.3. Consents; No Conflict.................................43 6.4. Brokerage and Finder's Fee............................43 6.5. Litigation............................................43
REPRESENTATIONS AND WARRANTIES OF BUYER PARENT. Buyer and Parent, jointly and severally, represent and warrant to Seller as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER PARENT. Except as set forth in a correspondingly labeled section of the Buyer Disclosure Schedule (it being agreed that any matter disclosed in any section or subsection of the Buyer Disclosure Schedule shall be deemed disclosed in any other section or subsection of the Buyer Disclosure Schedule to the extent that such information is reasonably apparent on its face to be applicable to such other section or subsection notwithstanding the omission of any cross-reference to such other section or subsection), Buyer Parent represents and warrants to Seller as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER PARENT. AND EACH BUYER OWNER 12 4.1 Due Organization, Good Standing and Power 12 4.2 Authorization and Validity of Agreements 12 4.3 Lack of Conflicts 13 4.4 No Consents 13 4.5 Certain Fees 13 4.6 Pending Claims 13 4.7 Financing 13 4.8 Securities Matters 13 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF SELLER PARENT AND SELLER OWNERS 13 5.1 Due Organization, Good Standing and Power 13 5.2 Authorization and Validity of Agreements 14 5.3 Ownership of Venture Interests 14 5.4 Lack of Conflicts 14 5.5 No Consents 15 5.6 Certain Fees 15 5.7 Pending Claims 15
