REPRESENTATIONS AND WARRANTIES OF PARENT AND THE COMPANY. Each of Parent and the Company represents and warrants to each of the Buyers that:
REPRESENTATIONS AND WARRANTIES OF PARENT AND THE COMPANY. Parent and the Company hereby jointly represent and warrant to the Investor as of the date hereof and as of the Closing (unless any representations and warranties expressly relate to another date, in which case as of such other date) that, except (i) as disclosed in the Form 10 made publicly available on the SEC’s XXXXX system on or prior to the date of this Agreement (excluding any disclosures set forth in the Form 10 under the headings “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements”), or (ii) as disclosed in the Disclosure Schedule (it being understood that the disclosure of any fact or item in any section of the Disclosure Schedule will, should the existence of such fact or item be relevant to any other section, be deemed to be disclosed with respect to that other section only to the extent that its relevance is reasonably apparent, provided that notwithstanding the foregoing, any disclosure intended to qualify the representation and warranty in Section 3.2(r)(i)(B) shall be specifically set forth in Section 3.2(r)(i)(B) of the Disclosure Schedule and shall not be implied from any other section of the Disclosure Schedule).
REPRESENTATIONS AND WARRANTIES OF PARENT AND THE COMPANY. Each of Parent and the Company (on its own behalf and not on behalf of the other party) hereby represent and warrant to Principal Stockholder as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND THE COMPANY. Except as (i) set forth in the Company Disclosure Letter or the Parent Disclosure Letter, as applicable to the Company and Parent, respectively, or (ii) disclosed in any report, schedule, form or other document (in the case of Parent, including any announcement or other document which has been the subject of a full and effective disclosure to the public (diffusion effective et intégrale) by Parent under relevant French regulations) filed with, furnished or made available to the SEC or AMF (in each case including the exhibits and other information incorporated therein) by Parent or the Company or any of their respective Subsidiaries, as applicable, since January 1, 2015, but prior to the date of this Agreement (excluding, in each case, any disclosures set forth in any “risk factors” or similarly titled section and in any section relating to forward-looking, safe harbor or similar statements or to any other disclosures in such reports to the extent they are cautionary, predictive, or forward-looking in nature), Parent hereby severally represents and warrants to the Company (unless otherwise expressly provided in the representation and warranty), on the one hand, and the Company hereby severally represents and warrants to Parent and Merger Sub (unless otherwise expressly provided in the representation and warranty), on the other hand:
REPRESENTATIONS AND WARRANTIES OF PARENT AND THE COMPANY. Parent, the Company and the Company Subsidiaries jointly and severally represent and warrant to Purchaser, except as set forth on the disclosure schedules delivered to Purchaser on or prior to the date hereof (the “Schedules”),that the statements contained in this Article IV as follows are true and correct as of the date hereof:
REPRESENTATIONS AND WARRANTIES OF PARENT AND THE COMPANY. Parent and the Company jointly and severally represent and war- rant to Buyer that: 3.1
REPRESENTATIONS AND WARRANTIES OF PARENT AND THE COMPANY. Except as set forth on disclosure schedule delivered by Parent to Buyer concurrently with the execution of this Agreement (the “Disclosure Schedule”), each of which disclosures shall clearly indicate the Section of this Article III to which it relates (unless and only to the extent that the relevance to other representations and warranties is readily apparent from the text of the disclosure without any reference to extrinsic documentation or any independent knowledge on the part of the reader regarding the matter disclosed), Parent and the Company hereby represent and warrant to Buyer that:
REPRESENTATIONS AND WARRANTIES OF PARENT AND THE COMPANY. To induce each Purchaser to enter into this Agreement, Parent and the Company represent and warrant to each Purchaser that the following statements are, and after giving effect to the Acquisition, will be, true, correct and complete:
REPRESENTATIONS AND WARRANTIES OF PARENT AND THE COMPANY. Each of Parent and the Company hereby represents and warrants to Rugby as follows, subject and except with respect to the matters set forth in the disclosure letter delivered by Parent and the Company to Rugby on the date hereof (the "COMPANY DISCLOSURE LETTER") and, provided that the disclosures made on any section of the Company Disclosure Letter with respect to any representation or warranty shall be deemed to be made with respect to any other representation or warranty requiring the same or similar disclosure to the extent that the relevance of such disclosure to other representations and warranties is evident from the face of the applicable section of the Company Disclosure Letter:
REPRESENTATIONS AND WARRANTIES OF PARENT AND THE COMPANY. As an inducement to Buyer to enter into this Agreement and consummate the transactions contemplated hereby, and in consideration of the covenants of Buyer contained herein, Parent and the Company, jointly and severally, represent and warrant to, and for the 14 benefit of, Buyer as set forth hereinbelow. All references to the Company unless the context requires otherwise shall include the Company and each of its Subsidiaries and references to Seller include Parent, the Company and each of its Subsidiaries.
