REPRESENTATIONS AND WARRANTIES OF PARENT, HOLDINGS AND MERGER SUB. Except as disclosed in (a) the Parent SEC Documents filed with or publicly furnished to the SEC on or after December 31, 2021, and prior to the date of this Agreement (but excluding any disclosure contained in any such Parent SEC Documents under the heading “Risk Factors” or “Cautionary Statements” or similar heading (other than any factual information contained within such headings, disclosure or statements)), or (b) the disclosure letter delivered by Parent to the Partnership (the “Parent Disclosure Schedule”) prior to the execution of this Agreement (provided, that (i) any 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 on the face of such disclosure that it is applicable to such other section notwithstanding the omission of a reference or cross reference thereto 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, would have or would reasonably be expected to have a Parent Material Adverse Effect), Parent, Holdings and Merger Sub, jointly and severally, represent and warrant to the Partnership and the General Partner as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT, HOLDINGS AND MERGER SUB. 29 Section 5.1 Organization, Standing and Power 29 Section 5.2 Capitalization 30 Section 5.3 Authority; Noncontravention; Voting Requirements 31 Section 5.4 Governmental Approvals 32 Section 5.5 Parent SEC Documents; Undisclosed Liabilities; Internal Controls 32 Section 5.6 Absence of Certain Changes or Events 34 Section 5.7 Legal Proceedings 34 Section 5.8 Compliance With Laws 34 Section 5.9 Information Supplied 34 Section 5.10 Tax Matters 35
REPRESENTATIONS AND WARRANTIES OF PARENT, HOLDINGS AND MERGER SUB. Parent, Holdings and Merger Sub, jointly and severally, represent and warrant to the Company that:
REPRESENTATIONS AND WARRANTIES OF PARENT, HOLDINGS AND MERGER SUB. Except as disclosed in the Parent SEC Documents filed with or publicly furnished to the SEC on or after December 31, 2019, and prior to the date of this Agreement (but excluding any disclosure contained in any such Parent SEC Documents under the heading “Risk Factors” or “Cautionary Statements” or similar heading (other than any factual information contained within such headings, disclosure or statements)), Parent, Holdings and Merger Sub, jointly and severally, represent and warrant to the Partnership and the General Partner as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT, HOLDINGS AND MERGER SUB. Except as set forth in (a) other than with respect to Section 4.1, Section 4.2 and Section 4.3, the Parent Reports filed (which term, when used in this Agreement, shall for the avoidance of doubt include documents either furnished or filed with the SEC) on or after December 31, 2014 and prior to the date of this Agreement (excluding any risk factor disclosure contained in any such Parent Report under the heading “Risk Factors” or “Forward-Looking Information” or similar heading (other than any factual information contained under such headings)) and (b) the disclosure letter delivered to the Company by Parent at or prior to the execution hereof (the “Parent Disclosure Letter”) (each section of which qualifies the correspondingly numbered representation, warranty or covenant to the extent specified therein and such other representations, warranties or covenants to the extent a matter in such section is disclosed in such a way as to make its relevance to such other representation, warranty or covenant reasonably apparent), Parent, Holdings and Merger Sub, jointly and severally, represent and warrant to the Company that:
REPRESENTATIONS AND WARRANTIES OF PARENT, HOLDINGS AND MERGER SUB. Except as expressly contemplated by this Agreement, each of Parent, Holdings and Merger Sub (in the case of Merger Sub, from and after its incorporation as contemplated by Section 6.12) represents and warrants to the Company as set forth below.
REPRESENTATIONS AND WARRANTIES OF PARENT, HOLDINGS AND MERGER SUB. Parent, Holdings and Merger Sub, jointly and severally, represent and warrant to the Partnership and the General Partner as follows:
