REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND MERGER SUB Sample Clauses

REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND MERGER SUB. Except as set forth in the Holdings Disclosure Schedule delivered by Holdings to the Company at or prior to the execution and delivery of this Agreement (the "Holdings Disclosure Schedule"), Holdings and Merger Sub each represent and warrant to the Company that:

REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND MERGER SUB. Except as set forth in Article IV of the Disclosure Schedules, Holdings and Merger Sub jointly and severally represent and warrant to the Company that the statements contained in this Article IV are true and correct as of the date hereof.

REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND MERGER SUB. Except as disclosed in the NGL Disclosure Schedule, Holdings and Merger Sub jointly and severally represent and warrant to Holdings as of the date hereof and as of the Closing Date as set forth below. Such representations and warranties of Holdings and Merger Sub shall terminate as of the Closing.

REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND MERGER SUB. Holdings and Merger Sub represent and warrant to CLS Labs as follows:

REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND MERGER SUB. 19 Section 4.1 Corporate Organization; Etc 19 Section 4.2 Capitalization 19 Section 4.3 Authority Relative to this Agreement 19 Section 4.4 Consents and Approvals; No Violations 19 Section 4.5 Brokers and Finders 20 Section 4.6 Reliance 20 ARTICLE V COVENANTS 20 Section 5.1 Consents and Approvals 20 Section 5.2 Filings. 20 Section 5.3 Employment Agreement for Spinner 21 Section 5.4 Transfer of Contracts 21 Section 5.5 Further Assurances 21 ARTICLE VI ADDITIONAL AGREEMENTS 21 Section 6.1 Public Announcements 21 Section 6.2 Indemnification. 21

REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND MERGER SUB. Except as set forth in Holdings’ disclosure schedule provided herewith (the “Holdings Disclosure Schedule”), Holdings hereby represents and warrants to the Company and the Shareholder, as of the Signing Date and as of the Closing Date, except to the extent certain representations and warranties are limited to a certain date set forth in the applicable Section, as follows: