REPRESENTATIONS AND WARRANTIES OF PURCHASER AND. CHESAPEAKE Purchaser and Chesapeake represent and warrant to BJ and the Partners as follows:
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND. SUBSIDIARY ---------------------------------------------------------------------------------------------- 25
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND. MERGER SUB 10 Section 4.1 Organization, Standing and Corporate Power 10
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND. FCB 10 2.1 Organization 10 2.2 Capitalization 11 2.3 Authority; No Violation 12 2.4 No Legal Bar 13 2.5 Approvals, Consents and Filings 13 2.6 Financial Statements; Reports; Books and Records 13 2.7 Absence of Changes 14 2.8 Brokers, Finders and Financial Advisors 14 2.9 Information to be Supplied 15 2.10 Compliance with Applicable Laws 15 2.11 Representations and Warranties 15
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND. EACH GUARANTOR 19 Section 5.01 Corporate Organization 19 Section 5.02 Authority 20 Section 5.03 Validity 20 Section 5.04 No Defaults 20 Section 5.05 Financial Capabilities 20 Section 5.06 Brokers and Finders 20 Section 5.07 Consents and Approvals 21 Section 5.08 Seller Disclosure 21 Section 5.09 Knowledge 21 ARTICLE VI COVENANTS OF THE PARTIES 21 Section 6.01 Inspection; Condition of Assets 21 Section 6.02 Transfer Fees 24 Section 6.03 Expenses 24 Section 6.04 Notices 24 Section 6.05 Utilities 25 Section 6.06 Cash Safes 25 Section 6.07 Conduct of Business Pending the Effective Time 25 Section 6.08 Computer/POS Systems 26 Section 6.09 Soft Drink Supply Arrangements 28 Section 6.10 Insurance 29 Section 6.11 Efforts to Complete Transaction 30 Section 6.12 Intentionally deleted 30 Section 6.13 Misdirected Payments 30 Section 6.14 Facility Assessment Reports Obligations; Image Activation 31 Section 6.15 Access to Information 31 Section 6.16 Consents and Approvals 31 ARTICLE VII EMPLOYEES 32 Section 7.01 Termination of Employees 32 Section 7.02 Hiring of Seller’s Employees 32 ARTICLE VIII CONDITIONS TO OBLIGATIONS OF SELLER 33 Section 8.01 Representations and Warranties True 33 Section 8.02 Performance 33 Section 8.03 No Injunction, Etc 33 Section 8.04 Consents and Approvals 33 Section 8.05 Franchise Approval 33 Section 8.06 Closing Deliverables 33 ARTICLE IX CONDITIONS TO OBLIGATIONS OF PURCHASER 34 Section 9.01 Representations and Warranties True 34 Section 9.02 Performance 34 Section 9.03 No Injunction, Etc 34 Section 9.04 Franchise Approval 34 Section 9.05 Closing Deliverables 34 ARTICLE X SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION 34 Section 10.01 Survival 34 Section 10.02 Agreement of Seller to Indemnify 35 Section 10.03 Agreement of Purchaser and Each Guarantor to Indemnify 35 Section 10.04 Limitation of Liability 36 Section 10.05 Procedures Relating to Indemnification 36 Section 10.06 Other Indemnification Limits 38 Section 10.07 Exclusive Remedy 39 ARTICLE XI TERMINATION 39 Section 11.01 Methods of Termination 39 Section 11.02 Effect of Termination 40 ARTICLE XII MISCELLANEOUS PROVISIONS 40 Section 12.01 Amendment and Modification 40 Section 12.02 Waivers 40 Section 12.03 Notices 41 Section 12.04 Assignment 41 Section 12.05 Governing Law 42 Section 12.06 Jurisdiction 42 Section 12.07 Waiver of Jury Trial 42 Section 12.08 Counterparts 43 Section 12.09 Interpretation 43 Section 12.10 Entire Agreement 44 Section 12.11 Third Parties 44 Section 12.12 Furth...
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND. PARENT Parent and Purchaser hereby represent and warrant to Sellers, as of the date hereof and as of the date of the Class B Closing and the Class A Closing (or as of such other date as may be expressly provided in any representation or warranty), as set forth below.
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND. PARENT Except as set forth in the reports, schedules, forms, statements and other documents filed by Parent with, or furnished to, the SEC and publicly available on or following January 1, 2016 (excluding any disclosures of factors or risks contained or references therein under the captions “Risk Factors” or “Forward-Looking Statements” and any other similar general, predictive or cautionary statements), each of Purchaser and Parent hereby represents and warrants to Seller as follows: 4.1
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND. GUARANTOR Each of Purchaser and Guarantor, jointly and severally, hereby represents and warrants to Sellers: 7.1
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND
