REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGERCO. Parent and MergerCo jointly and severally hereby represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGERCO. Except as set forth in the disclosure schedules delivered at the execution hereof to the Company and certified by a duly authorized officer of the Company, which shall refer to the relevant Sections of this Agreement (the "Parent Disclosure Schedule"), each of Parent and MergerCo represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGERCO. Parent and MergerCo hereby, jointly and severally, make to the Company the representations and warranties contained in this Article V as of the date hereof and as of the Closing (or, if made as of a specified date, as of such date):
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGERCO. Each of Parent and MergerCo hereby represents and warrants to the Stockholders as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGERCO. As an inducement to the Company and the Shareholder to enter into this Agreement and to consummate the transactions contemplated hereby, Parent and MergerCo each jointly and severally represents and warrants to the Company and the Shareholder that the statements contained in this Article IV are true and correct:
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGERCO. 6 4.1 Organization.....................................................6 4.2 Authorization; Validity of Agreement; Necessary Action...........6 4.3 Consents and Approvals; No Violations............................7 4.4
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGERCO. Parent and Mergerco jointly and severally represent and warrant to Target and Stockholder as follows:
(a) CORPORATE ORGANIZATION, QUALIFICATION. Parent and Mergerco are each corporations duly organized, existing and in good standing, under the laws of the State of Delaware. Each of Parent and Mergerco has all necessary power and authority to conduct its business as its business is now being conducted. Each of Parent and Mergerco has qualified as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of the Business or the nature or location of its assets requires such qualification, except where the failure to be so qualified could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on Parent. Except as set forth in the SEC Documents, Parent neither owns nor controls, directly or indirectly, any interest in any corporation, limited liability company, partnership or other entity.
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGERCO. Section 5.1. Organization...................................................20 Section 5.2. Authority......................................................20 Section 5.3. No Finder......................................................21 Section 5.4. Absence of Proceedings.........................................21 Section 5.5. Capitalization.................................................21 Section 5.6. Financial Statements...........................................22 Section 5.7.
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGERCO. 39 6.1. Existence; Good Standing; Authority; Compliance with Law..........39 6.2. Authorization, Validity and Effect of Agreements..................41 6.3. Capitalization....................................................41 6.4. Subsidiaries......................................................42 6.5. Other Interests...................................................43 6.6. No Violation; Governmental Consents...............................43 6.7.
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGERCO. 26 Section 5.1. Organization..........................................................................
