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:
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. 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:
REPRESENTATIONS AND WARRANTIES OF PARENT AND HOLDCO. Each of Parent and Holdco represents and warrants to each Supporting Securityholder that as of the date hereof and as of the Closing:
