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 The following representations and warranties by Parent and Merger Sub are qualified in their entirety by reference to the disclosure in the Parent SEC Documents filed or furnished at least one (1) full Business Day prior to the date hereof (but excluding any risk factor disclosures contained under the heading “Risk Factors” (other than any factual information contained therein), any disclosure of risks explicitly included in any “forward-looking statements” disclaimer or any other disclosures contained therein to the extent they are predictive or forward-looking in nature (other than any factual information contained therein)). Parent and Merger Sub represent and warrant to the Company that: Section
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 26 ARTICLE VI COVENANTS OF THE COMPANY 27 ARTICLE VII COVENANTS OF PARENT 29 ARTICLE VIII TERMINATION 32 ARTICLE IX ADDITIONAL COVENANTS 33 ARTICLE X DEFINITIONS 35 ARTICLE XI MISCELLANEOUS 43
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 3.1 Organization and Qualification; Subsidiaries 16 3.2 Certificate of Incorporation and Bylaws 16 3.3 Capitalization 16 3.4 Authority Relative to this Agreement 17 3.5 No Conflict; Required Filings and Consents 17 3.6 SEC Filings; Financial Statements 18 3.7 No Undisclosed Liabilities 18 3.8 Absence of Certain Changes or Events 19 3.9 Brokers 19 3.10 Board Approval 19 3.11 Tax Matters 19 3.12 Merger Sub Operations 19 3.13 California Hearing 19 3.14 No Implied Representation 19
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER. SUBS 62 3.1 Organization of Parent and the Merger Subs 62 3.2 Authority 62 3.3 No Conflict 63 3.4 SEC Filings 63 3.5 Capitalization 64 3.6 Brokers’ and Finders’ Fees 64 3.7 Parent Common Stock 64 3.8 No Prior Operations 64 3.9 Required Votes 64 3.10 Compliance with Applicable Law 64 3.11 Reorganization 64
