REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB. Purchaser and Merger Sub hereby represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB. Each of Purchaser and Merger Sub hereby, jointly and severally, represents and warrants to the Stockholder as of the date hereof as follows:
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB. Except as set forth in the corresponding sections of the disclosure letter, dated the date hereof, delivered by Purchaser and Merger Sub to the Company at or prior to the delivery of this Agreement (the "Purchaser Disclosure -------------------- Letter"), Purchaser and Merger Sub hereby represent and warrant to the Company ------ as follows:
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB. Each of Purchaser and Merger Sub hereby, jointly and severally, represents and warrants to each Stockholder as follows:
a. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the United Kingdom, 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. Merger Sub 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 Purchaser and Merger Sub and constitutes the legal, valid and binding obligation of each of Purchaser and Merger Sub, 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 form 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 Purchaser and Merger Sub of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding or arrangement of any kind to which each of Purchaser and Merger Sub is not a party or bound. The consummation by each of Purchaser and Merger Sub 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 Purchaser or Merger Sub, except for any necessary filing under the HSR Act, any pre-merger notification with the German Federal Cartel Office or state takeover laws.
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB. Purchaser and Merger Sub hereby, jointly and severally, make as of the date hereof the representations and warranties to the Company that are set forth in this Article IV.
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB. Except as Previously Disclosed, Purchaser and Merger Sub hereby jointly and severally represent and warrant to Seller as follows:
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB. Each of Purchaser and Merger Sub hereby represents and warrants to the Company as of the date of this Agreement and as of the Closing Date (except to the extent made with reference to a specific date or time, in which case, as of such date or time) as follows:
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB. Existence; Good Standing; Corporate Authority................ 10 4.2. Authorization; Validity and Effect of Agreements............. 11 4.3. Capitalization............................................... 11 4.4. Subsidiaries................................................. 11 4.5. No Conflict; Required Filings and Consents................... 11 4.6. Compliance................................................... 12 4.7.
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB. Except as set forth in the Disclosure Statement delivered by Purchaser and Merger Sub to the Company concurrently with the execution of this Agreement (the "Purchaser Disclosure Schedule"), Purchaser and Merger Sub hereby jointly and severally represent and warrant to the Company that:
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB. As of the date hereof and as of the Closing Date, Purchaser and Merger Sub jointly and severally represent and warrant to Company and Parent, subject to such exceptions as are disclosed in writing in the disclosure letter supplied by Purchaser to Company and Parent dated as of the date hereof and certified by a duly authorized officer of Purchaser (the "Purchaser Schedule"), as follows:
