REPRESENTATIONS AND WARRANTIES OF PARENT AND HOLDCO. Each of Parent and Holdco represents and warrants to each Shareholder that as of the date hereof and as of the Closing:
(a) Each of Parent and Holdco is duly organized, validly existing and in good standing under the Laws of the Cayman Islands and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Parent and Holdco and, assuming due authorization, execution and delivery by the Shareholders, constitutes a legal, valid and binding obligation of Parent and Holdco, enforceable against Parent and Holdco in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).
(b) Except for the applicable requirements of the Exchange Act and Laws of the Cayman Islands, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of Parent and Holdco for the execution, delivery and performance of this Agreement by Parent and Holdco or the consummation by Parent and Holdco of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by Parent and Holdco, nor the consummation by Parent and Holdco of the transactions contemplated hereby, nor compliance by Parent and Holdco with any of the provisions hereof shall (A) conflict with or violate any provision of the organizational documents of Parent or Holdco, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Lien on such property or asset of Parent or Holdco pursuant to, any Contract to which Parent or Holdco is a party or by which Parent or any of its property or asset is bound or affected, or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or Holdco or any of their properties or assets.
(c) At Closing, the Holdco Shares to be issued under this Agreement shall have been duly and validly authorized and when issued and delivered in accordance with the terms hereof, will be validly is...
REPRESENTATIONS AND WARRANTIES OF PARENT AND HOLDCO. Each of Parent and Holdco, severally and not jointly, hereby represents and warrants to each of the Rollover Shareholders as of the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND HOLDCO. Except (i) as disclosed in the disclosure schedule delivered by Parent and Holdco to Company prior to the execution hereof (the “Parent Disclosure Schedule”); provided, that (a) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (b) the mere inclusion of an item in the Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Parent or Holdco that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect, and (c) any disclosures made with respect to a section of this Article IV shall be deemed to qualify (1) any other section of this Article IV specifically referenced or cross-referenced and (2) other sections of this Article IV to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure applies to such other sections or (ii) as disclosed in any Parent SEC Reports filed prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature), Parent and Holdco hereby represent and warrant to Company as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND HOLDCO. Parent and Holdco hereby represent and warrant to the Unitholders as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND HOLDCO. Subject to Section 11.05, except (x) as disclosed in any of the Parent Filings or (y) as set forth in the Parent Disclosure Letter, Parent (or, after the consummation of the Parent Restructuring, HoldCo) represents and warrants to the Company with respect to itself and the other Parent Entities as of the date of this Agreement and as of the Closing Date (in each case except to the extent that any such representation and warranty speaks as of a particular date, in which case such representation and warranty shall be true and correct as of such earlier date), that:
REPRESENTATIONS AND WARRANTIES OF PARENT AND HOLDCO. 69 5.1 Representations and Warranties of Parent and Holdco. . . . . . . . 69 5.1.1 Organization. . . . . . . . . . . . . . . . . . . . . . . . 69 5.1.2 Capitalization. . . . . . . . . . . . . . . . . . . . . . . 70 5.1.3 Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . 70 5.1.4 Authorization and Enforceability. . . . . . . . . . . . . . 71
REPRESENTATIONS AND WARRANTIES OF PARENT AND HOLDCO. Parent and Holdco, jointly and severally, represent and warrant to the Company and the Sellers follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND HOLDCO. Parent and Holdco represent and warrant to each Stockholder as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND HOLDCO. Subject to the disclosures set forth in the disclosure letter of Holdco and Parent delivered to Acquiror concurrently with the parties’ execution of this Agreement (the “Disclosure Letter”) (consistent with the Section 9.2(b), each of which disclosures shall clearly indicate the Section and, if applicable, the subsection of this Article II to which it relates and each of which disclosures shall also be deemed to be representations and warranties made by Holdco and Parent to Acquiror under this Article II), Holdco and Parent jointly and severally represent and warrant to Acquiror as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND HOLDCO. The following representations and warranties by Parent and Holdco to the Company and Members are qualified by those disclosures and exceptions set forth in the Parent disclosure schedule (the “Parent Disclosure Schedule”). Parent and Holdco hereby jointly and severally represent and warrant to the Company and the Members as follows:
