Representations and Warranties of NPC. NPC represents and warrants to PH that as of the date of this Agreement and as of the Closing, except as provided in the NPC Disclosure Schedule attached hereto:
Representations and Warranties of NPC. NPC represents and warrants to UPI that:
Representations and Warranties of NPC. NPC represents and warrants to, and covenants with, Xx. Xxxxxxxx as follows:
Representations and Warranties of NPC. NPC hereby represents and warrants to Idenix that
Representations and Warranties of NPC. NPC hereby represents and warrants to the Agents and Lenders as follows:
Representations and Warranties of NPC. 26 SECTION 4.01 Organization, Authority and Qualification of NPC 26 SECTION 4.02 Capitalization; Ownership of Membership Interests; Subsidiaries 27 SECTION 4.03 No Conflict 27 SECTION 4.04 Governmental Consents and Approvals 28 SECTION 4.05 SEC Reports 28 SECTION 4.06 Financial Information 28 SECTION 4.07 Absence of Undisclosed Material Liabilities 29 SECTION 4.08 Conduct in the Ordinary Course 29 SECTION 4.09 Litigation 30 SECTION 4.10 Compliance with Laws; Permits 30 SECTION 4.11 Intellectual Property 31 SECTION 4.12 Real Property 32 SECTION 4.13 Employee Benefit Matters 33 SECTION 4.14 Labor Matters 34 SECTION 4.15 Taxes 35 SECTION 4.16 Material Contracts 36 SECTION 4.17 Franchise Matters 37 SECTION 4.18 Environmental Matters 38 SECTION 4.19 Insurance 39 SECTION 4.20 Transactions with Affiliates 39 SECTION 4.21 Brokers 39 SECTION 4.22 NPC Activities 39 SECTION 4.23 Disclaimer of NPC 39 ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 40 SECTION 5.01 Organization and Authority of the Purchaser 40 SECTION 5.02 No Conflict 40 SECTION 5.03 Governmental Consents and Approvals 41 SECTION 5.04 Financing 41 SECTION 5.05 Solvency 42 SECTION 5.06 Litigation 42 SECTION 5.07 Brokers 42 SECTION 5.08 Independent Investigation; Representations of the Sellers and NPC 42 ARTICLE VI ADDITIONAL AGREEMENTS 43 SECTION 6.01 Conduct of Business Prior to the Closing 43 SECTION 6.02 Access to Information 44 SECTION 6.03 Confidentiality 45 SECTION 6.04 Regulatory and Other Authorizations; Notices and Consents 46 SECTION 6.05 Financing; Financing Cooperation 48 SECTION 6.06 Notifications; Update of Disclosure Schedule 52 SECTION 6.07 Customers, Suppliers and Other Business Relations 52 SECTION 6.08 Further Action 53 SECTION 6.09 Termination and Survival of Certain Contracts 53 SECTION 6.10 Exclusivity 53 SECTION 6.11 Delivery of Interim Financial Statements 54 SECTION 6.12 Actions with Respect to the 2014 Notes 54 SECTION 6.13 Pizza Hut Consent and Amendment 55 ARTICLE VII EMPLOYEE MATTERS 55 SECTION 7.01 Employee Benefits 55 SECTION 7.02 Deferred Compensation and Profit Sharing Plans 56 ARTICLE VIII TAX MATTERS 56 SECTION 8.01 Tax Indemnities 56 SECTION 8.02 Tax Refunds and Tax Benefits 56
Representations and Warranties of NPC. NPC hereby represents and warrants to the Purchaser, subject to such exceptions as may be disclosed (i) in the Disclosure Schedules and (ii) in the SEC Reports filed during the period from and including the date on which NPC International filed the Form 10-K through the date of this Agreement, to the extent reasonably apparent from the disclosure therein (and other than any forward-looking disclosures contained in “Forward-Looking Statements” and “Risk Factors” or similar sections of such SEC Reports to the extent they are primarily predictive, cautionary or forward-looking in nature), as follows (both as of the date of this Agreement and, unless such representation speaks as of a specific date prior to the Closing Date, the Closing Date):
Representations and Warranties of NPC. 18 4.1 Organization, Standing, Power and Authority. 18 4.2 No Conflict or Breach. 18 4.3 Consents. 19
Representations and Warranties of NPC
