REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION CO. Parent and Acquisition Co., jointly and severally, represent and warrant to the Company as of the date hereof and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION CO. Parent and Acquisition Co. jointly and severally represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION CO. Parent represents and warrants to the Shareholder as follows:
(a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania with all requisite corporate power and authority to own, operate and lease its properties, to carry on its business as now being conducted, and to enter into this Agreement and perform its obligations hereunder.
(b) Parent owns all of the issued and outstanding shares of Acquisition Co. Acquisition Co. is a corporation duly organized, validly existing and in good standing under the laws of the State of West Virginia with all requisite corporate power to enter into this Agreement and perform its obligations hereunder.
(c) Each of Parent and Acquisition Co. has taken all necessary corporate action to approve this Agreement and the performance of its obligations hereunder. This Agreement has been duly and validly executed and delivered by each of Parent and Acquisition Co. and constitutes a valid, legal and binding agreement of each of Parent and Acquisition Co., respectively, enforceable against each of Parent and Acquisition Co. in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles.
(d) Neither the execution nor delivery of this Agreement by Parent or Acquisition Co. nor Parent’s or Acquisition Co.’s consummation of the transactions contemplated hereby will conflict with, result in any violation of, or constitute a default under, the Articles of Incorporation or Bylaws of Parent or Acquisition Co. or any agreement, mortgage, indenture, license, permit, lease or other instrument material to Parent and its subsidiaries taken as a whole or any judgment, decree, order, or any material law or regulation of any governmental agency or authority in the United States by which Parent or any of its subsidiaries is bound.
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION CO. Parent represents and warrants to each Shareholder as follows:
(a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with all requisite corporate power and authority to own, operate and lease its properties, to carry on its business as now being conducted, and to enter into this Agreement and perform its obligations hereunder.
(b) Parent owns all of the issued and outstanding shares of Acquisition Co. Acquisition Co. is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota with all requisite corporate power to enter into this Agreement and perform its obligations hereunder.
(c) Each of Parent and Acquisition Co. has taken all necessary corporate action to approve this Agreement and the performance of its obligations hereunder. This Agreement has been duly and validly executed and delivered by each of Parent and Acquisition Co. and constitutes a valid, legal and binding agreement of each of Parent and Acquisition Co., respectively, enforceable against each of Parent and Acquisition Co. in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles.
(d) Neither the execution nor delivery of this Agreement by Parent or Acquisition Co. nor Parent’s or Acquisition Co.’s consummation of the transactions contemplated hereby will conflict with, result in any violation of, or constitute a default under, the Certificate or Articles of Incorporation or Bylaws of Parent or Acquisition Co. or any agreement, mortgage, indenture, license, permit, lease or other instrument material to Parent and its subsidiaries taken as a whole or any judgment, decree, order, or any material law or regulation of any governmental agency or authority in the United States by which Parent or any of its subsidiaries is bound.
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION CO. Parent and Acquisition Co. jointly and severally represent and warrant to GFL and the Principal Stockholder as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION CO. Each of Parent and Acquisition Co. jointly and severally represents and warrants to SuckerPunch and to the SuckerPunch Shareholder, as of the date of this Agreement and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION CO. 2 4.1 Organization.......................................................2 4.2 Authority..........................................................2 4.3 Litigation.........................................................2 4.4 Reports and Financial Statements...................................2 4.5 No Conflicts.......................................................2 4.6 Consents and Governmental Approvals and Filings....................2 4.7 Brokers............................................................2
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION CO. 4.1 Organization; Authority 4.2 Affiliates; Ownership Interests 4.3 Charter Documents 4.4 Capitalization of Parent 4.5 Capitalization of Acquisition Co 4.6 Authorization
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION CO. As a material inducement to Southwest to enter into this Agreement, with the understanding that Southwest will be relying thereon in consummating the transactions contemplated hereunder, Parent, Acquisition Co., and each of the Principal Shareholders, hereby jointly and severally represent and warrant to Southwest that, except as set forth in the Parent Disclosure Schedule attached hereto, which is divided into sections that correspond to the individual sections of this Article IV, as of the date hereof:
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION CO. Parent and Acquisition Co., jointly and severally, represent and warrant to the Company as of the date hereof and as of the Closing Date, except as set forth on the Parent Disclosure Schedule furnished to Company specifically identifying the relevant subparagraphs hereof, which exceptions shall be deemed to be representations and warranties as if made hereunder, as follows:
