REPRESENTATIONS AND WARRANTIES OF MERGERCO. MergerCo hereby represents and warrants to each Stockholder as follows:
REPRESENTATIONS AND WARRANTIES OF MERGERCO. MergerCo represents and warrants to the Company as of the date hereof and as of the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES OF MERGERCO. Mergerco represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF MERGERCO. As an inducement to the Company to enter into this Agreement, Mergerco hereby makes the following representations and warranties as of the date hereof to the Company:
REPRESENTATIONS AND WARRANTIES OF MERGERCO. 17 Section 5.1 Organization........................................................................17 Section 5.2 Authorization.......................................................................17 Section 5.3 Consents and Approvals..............................................................18 Section 5.4 No Conflict or Violation............................................................18 Section 5.5 Proxy Statement; Schedule 13E-3.....................................................18 Section 5.6 Mergerco's Operations...............................................................18 Section 5.7 No Brokerage........................................................................19 ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF MERGERCO. MergerCo represents and warrants to Shareholder as of the date of this Agreement, as of the date of any Company Shareholders Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent permitted under this Agreement or consented to by MergerCo, as follows:
(a) MergerCo is a corporation, duly organized, validly existing and in good standing under the Laws of the State of Iowa and has the requisite power and authority to own, lease and operate its assets and properties and to carry on its business as now conducted. MergerCo has all necessary corporate or other power and authority to enter into and to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by MergerCo and the consummation by MergerCo of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate or other action on the part of MergerCo.
(b) This Agreement has been duly and validly executed and delivered by MergerCo and constitutes a legal, valid and binding agreement of MergerCo enforceable by Shareholder against MergerCo in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles.
(c) None of the execution and delivery of this Agreement by MergerCo, the consummation by MergerCo of the transactions contemplated hereby or compliance by MergerCo with any of the provisions hereof (i) requires any consent or other Permit of, or filing with or notification to, any Governmental Entity, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document or Contract to which MergerCo is a party or by which MergerCo or any of MergerCo’s properties or assets may be bound, (iii) violates any Order or Law applicable to MergerCo or any of MergerCo’s properties or assets or (iv) results in a Lien upon any of MergerCo’s properties or assets.
REPRESENTATIONS AND WARRANTIES OF MERGERCO. AND TRC MergerCo. and TRC hereby, jointly and severally, represent and warrant to Perkins that:
REPRESENTATIONS AND WARRANTIES OF MERGERCO. MergerCo represents and warrants to the Shareholder and the Joining Stockholder that it has the requisite capacity and authority to execute and deliver this Joinder Agreement and to fulfill and perform his or its obligations hereunder. This Joinder Agreement has been duly and validly executed and delivered by MergerCo and constitutes a legal, valid and binding agreement of MergerCo enforceable by the Shareholder and the Joining Stockholder against MergerCo in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and by general equitable principles.
REPRESENTATIONS AND WARRANTIES OF MERGERCO. Except as set forth in the letter (the “MergerCo Disclosure Letter”) delivered by MergerCo to the Company concurrently with the execution of this Agreement (it being understood that any matter disclosed in any section of the MergerCo Disclosure Letter will be deemed to be disclosed in any other section of the MergerCo Disclosure Letter to the extent that it is reasonably apparent from such disclosure that such disclosure is applicable to such other section), MergerCo hereby represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF MERGERCO. MergerCo and Parent, jointly and severally, hereby represent and warrant to the Company as follows:
