REPRESENTATIONS AND WARRANTIES OF DIAMOND. Except as set forth in any Diamond SEC Document filed and publicly available prior to the date of this Agreement (as amended to the date of this Agreement, the “Diamond Filed SEC Documents”) and filed with the SEC since January 1, 2014 (excluding any disclosures in any risk factors section, in any section related to forward-looking statements and other disclosures that are predictive or forward-looking in nature) or as disclosed in the disclosure letter delivered by Diamond to Orion prior to the date of this Agreement (the “Diamond Disclosure Letter”) and making reference to the particular subsection of this Agreement to which exception is being taken (provided, that such disclosure shall be deemed to qualify that particular subsection and such other subsections of this Agreement to the extent that it is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to such other subsections), Diamond represents and warrants to Orion as follows:
REPRESENTATIONS AND WARRANTIES OF DIAMOND. Except as set forth (a) solely with respect to the representations and warranties of Diamond set forth in Sections 3.1, 3.2, 3.3(c), 3.3(d), 3.6(d), 3.7(a), 3.7(b), 3.8, 3.9, 3.10, 3.12 (other than Section 3.12(f)), 3.13, 3.14, 3.15, 3.17 and 3.22, in the Annual Report on Form 10-K for the year ended December 31, 2006 filed by Diamond with the SEC on March 1, 2007 (including the 2007 definitive proxy statement of Diamond incorporated therein by reference), the Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 filed by Diamond on May 8, 2007 and the Current Reports on Form 8-K filed by Diamond with the SEC after December 31, 2006 and prior to the date of this Agreement, and all amendments to any of the foregoing filed with the SEC prior to the date of this Agreement (collectively, the “Diamond Recent Filings”) (other than statements in the Risk Factors sections that do not relate to historical facts and are forward-looking in nature and other forward-looking statements set forth in such Diamond Recent Filings) (provided that this clause (a) shall apply only to the extent that the nature and content of the disclosure in the Diamond Recent Filings is reasonably apparent on the face of the text of such disclosure to be applicable to the subject matter of, and, in the case of Sections 3.7(b) and 3.8, reasonably specific as to matters and items that are the subject matter of, the representation or warranty set forth in the applicable Section identified in this clause (a)), or (b) in the disclosure letter, dated as of the date hereof and delivered to Ruby by Diamond in connection with the execution and delivery of this Agreement (the “Diamond Disclosure Letter”), Diamond represents and warrants to Ruby as follows:
REPRESENTATIONS AND WARRANTIES OF DIAMOND. Except as set forth in the disclosure schedule of Diamond dated as of the date hereof and delivered herewith to Parent (the "Diamond Disclosure Schedule") which identifies the section and subsection to which each disclosure therein relates, Diamond represents and warrants to Parent and Merger Sub as follows:
REPRESENTATIONS AND WARRANTIES OF DIAMOND. Section 3.1 Organization and Good Standing 16 Section 3.2 Diamond Subsidiaries 16 Section 3.3 Capitalization 17 Section 3.4 Authority; No Violations 19 Section 3.5 Governmental Approvals and Notices 20 Section 3.6 Diamond SEC Documents; Financial Statements 21 Section 3.7 Absence of Certain Changes 23 Section 3.8 No Undisclosed Liabilities 23 Section 3.9 Compliance with Applicable Laws 23 Section 3.10 Litigation 24 Section 3.11 Taxes 24 Section 3.12 Pension and Benefit Plans; ERISA 25 Section 3.13 Labor 26
REPRESENTATIONS AND WARRANTIES OF DIAMOND. Diamond represents and warrants to each of Ultrak and Newco that the following are true and correct as of the Signing Date and will be true and correct as of the Effective Date as if made on that date:
REPRESENTATIONS AND WARRANTIES OF DIAMOND. Except as disclosed in the Diamond SEC Documents filed or furnished with the SEC since December 31, 2020 (including exhibits and other information incorporated by reference therein) and publicly available prior to the date hereof (but excluding any forward looking 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 or forward-looking in nature) or in the corresponding section of the disclosure letter delivered by Diamond to Seaways immediately prior to the execution of this Agreement (the “Diamond Disclosure Letter”) (it being agreed that disclosure of any item in any section of the Diamond Disclosure Letter shall be deemed disclosure with respect to any other section of this Article III to which the relevance of such item is reasonably apparent on its face), Diamond represents and warrants to Seaways as set forth below.
REPRESENTATIONS AND WARRANTIES OF DIAMOND. Section 3.1
REPRESENTATIONS AND WARRANTIES OF DIAMOND. Diamond represents and warrants that:
REPRESENTATIONS AND WARRANTIES OF DIAMOND. Diamond represents, warrants and covenants, except to the extent set forth on the Diamond Schedule of Exceptions or except as set forth in the reports required to be filed by Diamond under the Securities Act and the Exchange Act of 1934, as amended, including pursuant to Section 13(a) or 15(d) thereof ("SEC REPORTS"), as follows:
REPRESENTATIONS AND WARRANTIES OF DIAMOND. 12 3.1 Organization; Good Standing; Power, Etc. ......................... 12 3.2 Authorization of Agreement, Etc. ................................. 12 3.3
