REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER. SUB Section 3.01. Organization and Qualification 11 Section 3.02. Authority; Non-Contravention; Approvals 11 Section 3.03. Interim Operations of Merger Sub 12 Section 3.04. Capital Resources 12 Section 3.05. Offer Documents; Proxy Statement 13 Section 3.06. Interest in the Company 13 Section 3.07. Brokers and Finders 13
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER. SUB Except as set forth on the Parent Disclosure Schedule, each of Parent and Merger Sub represents and warrants to the Company as follows: SECTION 4.01.
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER. SUB 15 SECTION 6. PRE-CLOSING COVENANTS 26
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER. SUB 9 Section 5.1 Organization and Standing 9 Section 5.2 Merger Sub 10 Section 5.3 Capitalization 10 Section 5.4 Authority for Agreement 11 Section 5.5 No Conflict 12 Section 5.6 Required Filings and Consents 13 Section 5.7 Compliance 13 Section 5.8 SEC Filings, Financial Statements 13 Section 5.9 Absence of Certain Changes or Events 15 Section 5.10 Taxes 15 Section 5.11 Litigation 17 Section 5.12 Information Supplied. 17 Section 5.13 Employee Benefit Plans 18 Section 5.14 Environmental Compliance and Disclosure 20 Section 5.15 Intellectual Property 21 Section 5.16 Regulatory Compliance 21 Section 5.17 Real Estate 22 Section 5.18 Transactions with Affiliates 23 Section 5.19 Major Customers and Suppliers 23 Section 5.20 Insurance 24 Section 5.21 Labor Matters 24 Section 5.22 Material Contracts 24 Section 5.23 Brokers 25 Section 5.24 No Other Representations and Warranties 25 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF THE COMPANY 25 Section 6.1 Organization and Standing 25 Section 6.2 Capitalization 25 Section 6.3 Authority for Agreement 25 Section 6.4 No Conflict 25 Section 6.5 Required Filings and Consents 25 Section 6.6 Compliance 25 Section 6.7 SEC Filings, Financial Statements 25 Section 6.8 Absence of Certain Changes or Events 25 Section 6.9 Taxes 25 Section 6.10 Litigation 25 Section 6.11 Information Supplied 25 Section 6.12 Employee Benefit Plans 25 Section 6.13 Environmental Compliance and Disclosure 25 Section 6.14 Intellectual Property 25 Section 6.15 Regulatory Compliance 25 Section 6.16 Real Estate 25 Section 6.17 Transactions with Affiliates 25 Section 6.18 Major Customers and Suppliers 25 Section 6.19 Insurance 25 Section 6.20 Labor Matters 25 Section 6.21 Material Contracts 25 Section 6.22 Brokers 25 Section 6.23 No Other Representations and Warranties 25
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER. SUB Except as otherwise disclosed to the Company in the Parent Disclosure Letter, Parent and Merger Sub jointly and severally represent and warrant to the Company as follows: Section
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER. SUB Except as set forth in (a) Parent’s filings with the SEC required by the Securities Act or the Exchange Act (excluding any disclosures set forth in any section of any such report entitled “Risk Factors” or “Forward-Looking Statements” or any other disclosures included in such filings to the extent that they are forward-looking in nature) or (b) in the disclosure schedule of Parent and Merger Sub delivered to the Company concurrently herewith (the “Parent Disclosure Schedule”) (with specific reference to the section of this Agreement to which the information stated in such Parent Disclosure Schedule relates; provided that (i) disclosure in any section of such Parent Disclosure Schedule shall be deemed to be disclosed with respect to any other Section of this Agreement to the extent that it is reasonably apparent from the face of such disclosure that such disclosure is applicable or relevant to such other Section and (ii) the mere inclusion of an item in such Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would reasonably be expected to result in a Parent Material Adverse Effect), Parent and Merger Sub hereby represent and warrant to the Company as follows:
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REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER. Sub. Except as disclosed in the Parent SEC Documents filed by Parent and ---- publicly available prior to the date of this Agreement (the "Filed Parent SEC Documents") or as set forth in the disclosure schedule delivered by Parent to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), Parent and Merger Sub represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER. SUB Parent and Merger Sub (each of the Parent and Merger Sub is individually referred to herein as "Acquiring Corporation" and collectively as the "Acquiring Corporations") jointly and severally represent and warrant to the Company that, except as set forth in the disclosure schedule prepared by the Parent and delivered by the Parent to the Company on the date of this Agreement (the "Parent Disclosure Schedule"):
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER. Sub Except as set forth in the confidential disclosure letter delivered by FK Parent, Parent and Merger Sub to the Company prior to the execution of this Agreement (the “FK Disclosure Letter”) (it being understood that any information, item or matter set forth on one section or subsection of the FK Disclosure Letter shall be deemed disclosure with respect to, and shall be deemed to apply to and qualify, the section or subsection of this Agreement to which it corresponds in number and each other section or subsection of this Agreement to the extent that it is reasonably apparent on its face without review or other examination of the underlying documents listed therein that such information, item or matter is relevant to such other section or subsection), Parent and Merger Sub jointly and severally represent and warrant to the Company: 24 SECTION 4.01.
