Representations and Warranties of Delta. Delta represents to each of Parent and Operator as of the date hereof as follows:
Representations and Warranties of Delta. Delta represents to each Pinnacle Party as of the Effective Date as follows:
Representations and Warranties of Delta. Representations and Warranties of Delta. Delta represents to Priceline as follows:
Representations and Warranties of Delta. Delta hereby makes the following representations and warranties to Nipton and the Stockholder:
Representations and Warranties of Delta. Delta hereby represents and warrants as of the date hereof as follows:
Representations and Warranties of Delta. Delta represents and warrants to ASA and SI (as an express third party beneficiary for purposes of this Section 16(B) only) as of the date hereof as follows:
Representations and Warranties of Delta. Delta represents and warrants to SKYW and SI (as an express third party beneficiary for purposes of this Section 16(B) only) as of the date hereof as follows:
Representations and Warranties of Delta. Delta represents and warrants to Sellers the following:
Representations and Warranties of Delta. (i) The representations and warranties of Delta set forth in Section 4.1 (Organization, Etc.) and Section 4.19 (Brokers and Finders) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, (ii) the representations and warranties of Delta set forth in Section 4.6(a) (Financial Statements) 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 for any failures to be true and correct as would not have a material adverse impact on the combined business of Pi and the DPP Business, and after giving effect to the transactions contemplated by this Agreement and the Arrangement Agreement (the “Big MAC”), (iii) the representations and warranties of Delta set forth in Section 4.2 (Authority Relative to this Agreement, Etc.) 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 for any failures to be true and correct as would not have a material impact on the enforceability of this Agreement or the Related Agreements, (iv) the representations and warranties of Delta set forth in Section 4.3(a) and Section 4.3(b) (Capitalization) 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 for any failures to be true and correct that would have a de minimis impact on the ownership of the DPP Business by Newco and (v) each of the other representations and warranties of Delta contained in 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 (x) in each case of clauses (i), (ii), (iii) (iv) and (v), representations and warranties made as of a specified date shall be true and correct only as of such specified date, (y) in the case of clause (v), with respect to any representation or warranty of Delta where the failure of such representation or warranty to be true and correct would entitle Newco to indemnification pursuant to Section 8.1(a), and (z) in the case of clause (v), where the failure of such representations and warranties to be true and correct (without regard to any materiality or “Material Adverse Effect” qualifications therein) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Ma...
Representations and Warranties of Delta. Delta hereby represents and warrants to ALPA and the Delta MEC:
