REPRESENTATIONS AND WARRANTIES OF PUBCO AND MERGER SUB. Each of Pubco and Merger Sub represents and warrants to Purchaser and the Company, as of the date hereof and as of the Closing, as follows:
REPRESENTATIONS AND WARRANTIES OF PUBCO AND MERGER SUB. Pubco and Merger Sub, jointly and severally represent and warrant to LJR as follows as of the date hereof and as of the Closing:
REPRESENTATIONS AND WARRANTIES OF PUBCO AND MERGER SUB. Pubco and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PUBCO AND MERGER SUB. Except (i) as set forth in the written disclosure schedule delivered by PubCo to the Company (the “PubCo Disclosure Schedule”), or (ii) as disclosed in the PubCo SEC Documents filed with the SEC prior to the date hereof and publicly available on the SEC’s Electronic Data Gathering Analysis and Retrieval system (but (A) without giving effect to any amendment thereof filed with, or furnished to the SEC on or after the date hereof and (B) excluding any disclosures contained under the heading “Risk Factors” and any disclosure of risks included in any “forward-looking statements” disclaimer or in any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature), it being understood that any matter disclosed in the PubCo SEC Documents (x) shall not be deemed disclosed for purposes of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.5 or Section 4.6, and (y) shall be deemed to be disclosed in a section of the PubCo Disclosure Schedule only to the extent that it is readily apparent from a reading of such PubCo SEC Document that it is applicable to such section of the PubCo Disclosure Schedule, PubCo and Merger Sub represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PUBCO AND MERGER SUB. Pubco and Merger Sub hereby represent and warrant to SPAC and the Company as follows, subject to the terms of clauses 8.3, 8.4, 8.6, 8.8 and 8.9 of the SID:
REPRESENTATIONS AND WARRANTIES OF PUBCO AND MERGER SUB. Except as set forth in the corresponding Pubco Disclosure Letter, Pubco and Merger Sub represent and warrant to EPT as follows:
REPRESENTATIONS AND WARRANTIES OF PUBCO AND MERGER SUB. 13 ---------------------------------------------------------------- 3.1 Organization and Qualification..................................13 --- ------------------------------ 3.2 Authority Relative to this Agreement; Non-Contravention..
REPRESENTATIONS AND WARRANTIES OF PUBCO AND MERGER SUB. Section 4.1 Organization, Qualification and Corporate Power. Section 4.2 Articles of Incorporation and Bylaws. Section 4.3 Capitalization. Section 4.4 Authorization of Transaction. Section 4.5 Noncontravention. Section 4.6 SEC Reports; PubCo Financial Statements. Section 4.7 Absence of Certain Changes. Section 4.8 Undisclosed Liabilities. Section 4.9 Tax Matters. Section 4.10 Assets; Equipment and Real Property. Section 4.11 Intellectual Property. Section 4.12 Contracts. Section 4.13 Finder's Fees. Section 4.14 Litigation. Section 4.15 Legal Compliance. Section 4.16 Merger Shares. Section 4.17 Business of Merger Sub. Section 4.18 Employees. Section 4.19 Employee Benefits. Section 4.20 Loans to Executive Officers and Directors. Section 4.21 Permits. Section 4.22
REPRESENTATIONS AND WARRANTIES OF PUBCO AND MERGER SUB. Except as set forth in the PubCo Disclosure Schedule attached hereto (the "PubCo Disclosure Schedule"), PubCo and Merger Sub, jointly and severally, hereby represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PUBCO AND MERGER SUB. Except as set forth in the Pubco Disclosure Letter, each of Pubco and Merger Sub represents and warrants to Priveco and acknowledges that Priveco is relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Priveco, as follows:
