Representations and Warranties of Parent and the. PURCHASER Parent and the Purchaser jointly and severally represent and warrant to the Company as follows: SECTION
Representations and Warranties of Parent and the. Purchaser. Each of Parent and the Purchaser hereby, jointly and severally, ---------- represents and warrants to the Stockholder as follows:
(a) Each of Parent and the Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement.
(b) This Agreement has been duly authorized, executed and delivered by each of Parent and the Purchaser and constitutes the legal, valid and binding obligation of each of Parent and the Purchaser, enforceable against each of them in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.
(c) Neither the execution and delivery of this Agreement nor the consummation by each of Parent and the Purchaser of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which each of Parent and the Purchaser is a party or bound. The consummation by each of Parent and the Purchaser of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to either Parent or the Purchaser, except for any necessary filing under the HSR Act or state takeover laws.
Representations and Warranties of Parent and the. Purchaser. Parent and the Purchaser hereby represent and warrant to the ---------- Stockholders as follows:
Representations and Warranties of Parent and the. Purchaser. Each of Parent and the Purchaser hereby, jointly and severally, --------- represents and warrants to the Shareholder as follows:
(a) Parent is a corporation duly organized, validly existing and in good standing under the laws of England, the Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of California, and each of Parent and the Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement.
(b) This Agreement has been duly authorized, executed and delivered by each of Parent and the Purchaser and constitutes the legal, valid and binding obligation of each of Parent and the Purchaser, enforceable against each of them in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.
(c) Neither the execution and delivery of this Agreement nor the consummation by each of Parent and the Purchaser of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which each of Parent and the Purchaser is a party or bound. The consummation by each of Parent and the Purchaser of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to either Parent or the Purchaser, except for any necessary filing under the HSR Act or state takeover laws.
Representations and Warranties of Parent and the. BUYER 19 ARTICLE V ADDITIONAL AGREEMENTS 20 ARTICLE VI INDEMNIFICATION 22 ARTICLE VII MISCELLANEOUS 26
Representations and Warranties of Parent and the. PURCHASER Section 4.1 Representations and Warranties of Parent and the Purchaser . . . . . . . . . . . . . . . 31 ARTICLE V COVENANTS Section 5.1 Interim Operations of the Company . . . . . . . . . . . . . . . . . . . . . . . . 33 Section 5.2 Access; Confidentiality . . . . . . . . . . . . . . . . . 38 Section 5.3 Reasonable Efforts; Notification . . . . . . . . . . . . 38 i 3 Page ---- Section 5.4 No Solicitation . . . . . . . . . . . . . . . . . . . . . 40 Section 5.5 Publicity . . . . . . . . . . . . . . . . . . . . . . . . 42 Section 5.6 Transfer Taxes . . . . . . . . . . . . . . . . . . . . . 42 Section 5.7 State Takeover Laws . . . . . . . . . . . . . . . . . . . 42 Section 5.8 Indemnification and Insurance . . . . . . . . . . . . . . 42 ARTICLE VI CONDITIONS Section 6.1 Conditions to Each Party's Obligation to Effect the Merger . . . . . . . . . . . . . . . . . 45 ARTICLE VII TERMINATION Section 7.1 Termination . . . . . . . . . . . . . . . . . . . . . . . 46 Section 7.2
Representations and Warranties of Parent and the. PURCHASER Section 4.01 Organization Section 4.02 Authorization Section 4.03 No Violations; Consents and Approvals Section 4.04 Schedule TO Section 4.05 Brokers and Finders Section 4.06 Litigation Section 4.07
Representations and Warranties of Parent and the. Purchaser. Each of Parent and the Purchaser hereby, jointly and severally, --------- represents and warrants to the Shareholders as follows:
(a) Parent is a public limited liability company duly organized and validly existing under the laws of England, the Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and each of Parent and the Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement.
(b) This Agreement has been duly authorized, executed and delivered by each of Parent and the Purchaser, and constitutes the legal, valid and binding obligation of each of Parent and the Purchaser, enforceable against each of them in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.
