REPRESENTATIONS AND WARRANTIES OF CST. CST hereby represents and warrants to CAPL that the following statements are true and correct as of the date of this Agreement (or if another date is set forth in such statement, such other date).
REPRESENTATIONS AND WARRANTIES OF CST. CST hereby represents and warrants to the Equityholders that:
REPRESENTATIONS AND WARRANTIES OF CST. AND THE IDR BUYER 6 Section 3.1 Organization; Qualification 7 Section 3.2 Validity of Agreement; Authorization 7 Section 3.3 No Conflict or Violation 7 Section 3.4 Consents and Approvals 7 Section 3.5 Brokers 8 Section 3.6 IDR Buyer Status 8 Section 3.7 Investment Intent; Investment Experience; Restricted Securities 8 Section 3.8 Share Issuance 8 Section 3.9 Financial Statements; Buyer SEC Reports 8 Section 3.10 Controls 8 Section 3.11 Absence of Certain Changes or Events 9 Section 3.12 Compliance with Law 9 Section 3.13 Absence of Undisclosed Liabilities 9 Section 3.14 Regulatory Matters 9 Section 3.15 Litigation 9 ARTICLE IV COVENANTS 9 Section 4.1 Conduct of Business of CST 9 Section 4.2 Consents and Approvals 10 Section 4.3 Further Assurances 10 Section 4.4 Commercially Reasonable Efforts 10 Section 4.5 Notice of Certain Events 10 Section 4.6 Confidential Information 11 Section 4.7 Transfer Taxes 12 Section 4.8 Post-Closing Payments to IDR Sellers 12 Section 4.9 No Solicitation 12 Section 4.10 Employee Matters 13 Section 4.11 Litigation Support 13 Section 4.12 Closing Date Ancillary Agreements 13 ARTICLE V CONDITIONS TO CLOSING 13 Section 5.1 Shared Conditions to the Parties' Obligations 13 Section 5.2 Conditions to CST's and the IDR Buyer's Obligations 14 Section 5.3 Conditions to the IDR Sellers' Obligations 14 ARTICLE VI TERMINATIONS 15 Section 6.1 Termination of Agreement 15 Section 6.2 Effect of Termination 16 Section 6.3 Specific Performance 16 ARTICLE VII SURVIVAL; INDEMNIFICATION 16 Section 7.1 Survival 16 Section 7.2 Indemnification 16 Section 7.3 Procedures 18 Section 7.4 No Speculative Damages 18 Section 7.5 Remedy 18 Section 7.6 Tax Treatment of Indemnity Payments 19 ARTICLE VIII MISCELLANEOUS PROVISIONS 19 Section 8.1 Publicity 19 Section 8.2 Successors and Assigns; Third-Party Beneficiaries 19 Section 8.3 Fees and Expenses 19 Section 8.4 Notices 19 Section 8.5 Entire Agreement 20 Section 8.6 Waivers and Amendments 20 Section 8.7 Severability 20 Section 8.8 Titles and Headings 21 Section 8.9 Signatures and Counterparts 21 Section 8.10 Post-Closing Enforcement of the Agreement; Damages 21 Section 8.11 Governing Law 21 Section 8.12 Disclosure 21 Section 8.13 Consent to Jurisdiction 21 Section 8.14 Waiver of Trial by Jury 21 Section 8.15 Construction 22 ARTICLE IX DEFINITIONS 22 Exhibits and Schedules Exhibit A Form of Registration Rights Agreement Exhibit B Form of Voting Agreement Schedule 2.3 Conflict or Violation of the IDR Sellers Schedu...
REPRESENTATIONS AND WARRANTIES OF CST. As an inducement to SELECT to enter into this Agreement and to consummate the transactions contemplated hereby, CST hereby represents and warrants to SELECT as follows:
