REPRESENTATIONS AND WARRANTIES OF EDS AND MERGER SUB. 45 SECTION 5.1 Organization; Power and Authority 45 SECTION 5.2 Authorizations; Execution and Validity 45 SECTION 5.3 No Defaults or Conflicts 45 SECTION 5.4 Consents 46 SECTION 5.5 Advisors’ Fees 46 SECTION 5.6 SEC Filings 46 SECTION 5.7 Absence of Changes 47 SECTION 5.8 Valid Issuance of EDS Warrants 47 SECTION 5.9 SIP Awards and TIP Awards 47 ARTICLE VI. PRE-CLOSING COVENANTS 47 SECTION 6.1 Efforts and Actions to Cause Merger to Occur 47 SECTION 6.2 HSR Compliance 48 SECTION 6.3 Employment Matters. 48 SECTION 6.4 Interim Operations of the Company 49 SECTION 6.5 Due Diligence Review; Access 52 SECTION 6.6 Notice and Cure 53 SECTION 6.7 Notice of Developments 54 SECTION 6.8 Exclusivity 54 SECTION 6.9 Termination of Employee Benefit Plans 54 SECTION 6.10 Termination of Stockholder Agreements 54 SECTION 6.11 Cancellation of Warrant 55 SECTION 6.12 Termination of Equity Pay-Out Agreement 55 SECTION 6.13 Bank Accounts 55 SECTION 6.14 Consent of Holders of Series B Preferred Stock 55 SECTION 6.15 Consent of Holders of Class B Partnership Interests 55 ARTICLE VII. ADDITIONAL COVENANTS OF FPI 55 SECTION 7.1 Further Actions 55 SECTION 7.2 Confidential Information 56 SECTION 7.3 Noncompetition 56 ARTICLE VIII. ADDITIONAL COVENANTS OF EDS 57 SECTION 8.1 Accounts Receivable Collection 57 SECTION 8.2 Post-Closing Employment Benefits for Transitioned Employees. 57 SECTION 8.3 Payments to Certain Non-Transitioned Employees. 58 ARTICLE IX. CONDITIONS TO MERGER 58 SECTION 9.1 General Conditions 58 SECTION 9.2 Conditions to Obligations of EDS and Merger Sub 58 SECTION 9.3 Conditions to Obligations of the Company and FPI 61 ARTICLE X. TERMINATION 62 SECTION 10.1 Termination of Agreement 62 SECTION 10.2 Effect of Termination 63 ARTICLE XI. INDEMNIFICATION 64 SECTION 11.1 Survival of Representations and Warranties, Covenants, Etc 64 SECTION 11.2 Indemnification of EDS 64 SECTION 11.3 Indemnification of FPI 65 SECTION 11.4 Indemnification Procedures with respect to Third Party Claims. 66 SECTION 11.5 Indemnification Procedures with respect to Direct Claims. 67 SECTION 11.6 Limits on Indemnification 68 SECTION 11.7 Satisfaction of Indemnity Claims. 70 ARTICLE XII. GENERAL 79 SECTION 12.1 Amendments 79 SECTION 12.2 Waivers 79 SECTION 12.3 Notices 79 SECTION 12.4 Successors and Assigns; Parties in Interest 80 SECTION 12.5 Cure of Invalid Provisions 80 SECTION 12.6 Specific Performance 81 SECTION 12.7 Entire Agreement 81 SECTION 12.8 Governing Law 81 SECTION 12.9 Expenses 81 SECT...
REPRESENTATIONS AND WARRANTIES OF EDS AND MERGER SUB. Each of EDS and Merger Sub, jointly and severally, hereby represent and warrant to the Company and FPI as follows:
REPRESENTATIONS AND WARRANTIES OF EDS AND MERGER SUB. The representations and warranties of EDS and Merger Sub contained herein or in any other Transaction Agreement shall be true and correct (in the case of representations and warranties qualified as to materiality) or true and correct in all material respects (in the case of representations and warranties that are not so qualified) as of the date of this Agreement and as of the Closing Date with the same effect as though made on the Closing Date, except to the extent otherwise expressly contemplated in connection with the transactions contemplated herein and except to the extent any representation or warranty speaks as of an earlier date.
