REPRESENTATIONS AND WARRANTIES OF PURCHASER PARENT. Except as set forth in the Purchaser Parent Disclosure Letter and in accordance with Section 10.8, Purchaser Parent hereby represents and warrants to Seller Parent and Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF PURCHASER PARENT. Section 5.1 Organization 76 Section 5.2 Authority; Binding Effect 77 Section 5.3 Purchaser; Purchaser Subsidiaries; Capital Structure 78 Section 5.4 No Conflicts; Consents 79 Section 5.5 Governmental Authorization 80 Section 5.6 Financial Information 80 Section 5.7 Absence of Material Changes 81 Section 5.8 Securities Act 81 Section 5.9 No Litigation 81 Section 5.10 Compliance with Laws 81 Section 5.11 Product Registrations; Manufacturing Registrations; Regulatory Compliance; Product Liability and Recalls 82 Section 5.12 Environmental Matters 83 Section 5.13 Material Contracts 84 Section 5.14 Intellectual Property 85 Section 5.15 Real Property 86 Section 5.16 Assets 87 Section 5.17 Taxes 88 Section 5.18 Employee Benefits; Employees 90 Section 5.19 Global Trade Controls; Anti-Corruption Matters 93 Section 5.20 Brokers 93 Section 5.21 No Other Representations or Warranties 93 ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF PURCHASER PARENT. Subject to Article X, Purchaser Parent represents and warrants to the Shareholders that all of the statements contained in this Article VI are true, accurate and not misleading as of the date of this Agreement and shall be deemed to be repeated as of the Closing Date by reference to the facts and circumstances then existing as if references in such representations and warranties to the date of this Agreement were references to the Closing Date. Purchaser Parent acknowledges that the Shareholders have entered into this Agreement in reliance on the representations and warranties contained in this Article VI.
REPRESENTATIONS AND WARRANTIES OF PURCHASER PARENT. Section 7.1 Representations and Warranties of Purchaser Parent. 37
REPRESENTATIONS AND WARRANTIES OF PURCHASER PARENT. Purchaser Parent represents and warrants as follows to the Vendor and acknowledges and agrees that the Vendor is relying on such representations and warranties in connection with its sale of the Purchased Assets:
REPRESENTATIONS AND WARRANTIES OF PURCHASER PARENT. .. 20 Section 5.1 Organization, Standing and Authority .............................................. 20 Section 5.2 Authorization ..................................................................................... 21 Section 5.3
REPRESENTATIONS AND WARRANTIES OF PURCHASER PARENT. Except as set forth in the Purchaser Disclosure Schedule, Purchaser Parent hereby represents and warrants to Seller as of the date hereof and as of the Closing Date (except to the extent any such representations and warranties address matters only as of a particular date, in which case such representations and warranties shall speak only as of such date) as follows: SECTION 5.1
REPRESENTATIONS AND WARRANTIES OF PURCHASER PARENT. As an inducement to the Seller to enter into this Agreement and the other Transaction Documents, the Purchaser hereby represents and warrants to the Seller, as of the date hereof, as follows:
REPRESENTATIONS AND WARRANTIES OF PURCHASER PARENT. Except as set forth in, or qualified by any matter set forth in the disclosure schedule delivered to Parent prior to the execution of this Agreement (the “Purchaser Parent Disclosure Schedule”), Purchaser Parent hereby represents and warrants to the Sellers as of the date hereof and as of the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES OF PURCHASER PARENT and Purchaser hereby represent and warrant to the Company and Seller as of the date hereof and as of the Closing as follows: Section 5.1
