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:
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REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND MERGER SUB. 39 4.1 Organization and Authority of Holdings, Parent and Merger Sub 40 4.2 No Conflicts; Consents 40 3.4 Capitalization 40 4.3 Tax Status of Holdings 40 4.4 No Prior Merger Sub Operations 40 4.5 Brokers 40 4.6 Legal Proceedings 40 ARTICLE V COVENANTS 41 5.1 Conduct of Business Prior to the Closing 41 5.2 Access to Information 41 5.3 No Solicitation of Other Bids 42 5.4 Notice of Certain Events 43 5.5 Management 43 5.6 Governmental Approvals and Consents 43 5.7 Officers’ Indemnification and Insurance 44 5.8 Employee Benefits and Service Credit 45 5.9 Closing Conditions 46 5.10 Public Announcements 46 5.11 Related Transactions 46 5.12 Further Assurances 46 5.13 SPAC Transaction 46 ARTICLE VI TAX MATTERS 47 6.1 Tax Covenants 47 6.2 Termination of Existing Tax Sharing Agreements 47 6.3 Tax Indemnification 47 6.4 Tax Returns 48 6.5 Straddle Period 49 6.6 Contests 49 6.7 Cooperation and Exchange of Information 49 6.8 Tax Treatment of Indemnification Payments 50 6.9 Payments to Parent 50 6.10 FIRPTA Statement 50 6.11 Tax Treatment of Transactions 50 6.12 Survival 50 6.13 6.13 Refunds; Credits; Other Tax Benefits 50 6.14 Overlap 51 ARTICLE VII CONDITIONS TO CLOSING 51 7.1 Conditions to Obligations of All Parties 51 7.2 Conditions to Obligations of Parent and Merger Sub 51 7.3 Conditions to Obligations of the Company 52 ARTICLE VIII INDEMNIFICATION 53 8.1 Survival 53 8.2 Indemnification by Stockholders 53 8.3 Indemnification by Parent 54 8.4 Certain Limitations 54 8.5 Indemnification Procedures 54 8.6 Payments; Setoff 56 8.7 Tax Treatment of Indemnification Payments 56 8.8 Payment Adjustments for Insurance Proceeds 56 8.9 Payment Adjustments for Taxes 57 8.10 Duty to Mitigate 57 8.11 Exclusive Remedies 57 ARTICLE IX TERMINATION 57 9.1 Termination 57 9.2 Effect of Termination 58 ARTICLE X MISCELLANEOUS 58 10.1 Stockholder Representative 58 10.2 Expenses 60 10.3 Notices 60 10.4 Interpretation 61 10.5 Headings 61 10.6 Severability 61 10.7 Entire Agreement 61 10.8 Successors and Assigns 61 10.9 No Third-party Beneficiaries 62 10.10 Amendment and Modification; Waiver 62
Sample 1
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.
Sample 1
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
Sample 1
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:
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REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND MERGER SUB. Holdings and Merger Sub represent and warrant to CLS Labs as follows:
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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.
Sample 1
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Related to REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND MERGER SUB

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB Parent and Merger Sub represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBS Except as set forth in the Parent Disclosure Letter, Parent and each Merger Sub represent and warrant to the Company:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY Parent and Merger Subsidiary represent and warrant to the Company as follows:

  • Representations and Warranties of Holdings Holdings hereby represents and warrants as follows:

  • REPRESENTATIONS AND WARRANTIES OF MERGER SUB Merger Sub represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB Buyer and Merger Sub hereby represent and warrant to Seller as follows:

  • REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB Acquiror and Merger Sub represent and warrant to the Company as follows:

  • Representations and Warranties of Holdco HoldCo hereby represents and warrants to the Investors that (a) it is duly incorporated, validly existing and in good standing under the laws of the jurisdiction in which it is formed and has all requisite corporate or similar power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement have been duly authorized by all necessary action on HoldCo’s part and do not contravene any provision of HoldCo’s organizational documents or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on HoldCo or its assets; (c) all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this letter agreement by HoldCo have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this letter agreement; and (d) this letter agreement has been duly and validly executed and delivered by HxxxXx and (assuming due execution and delivery of this letter agreement, the Merger Agreement and the Limited Guarantee by all parties hereto and thereto, as applicable, other than HoldCo) constitutes a legal, valid and binding obligation of HoldCo enforceable against HoldCo in accordance with its terms, subject to the Enforceability Exceptions.

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB Parent and Sub represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUB Parent and Acquisition Sub represent and warrant to the Company as follows:

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