REPRESENTATIONS AND WARRANTIES OF RAVEN. Raven hereby represents and warrants to Parent that, except as set forth in the written disclosure schedule delivered by Raven to Parent (it being understood that any such exception shall be deemed to qualify the section or subsection of this Agreement to which it corresponds in number and each other section or subsection to which the relevance of such disclosure is reasonably apparent on its face) (the "Raven Disclosure Schedule"):
REPRESENTATIONS AND WARRANTIES OF RAVEN. RAVEN represents and warrants to PubCo, as follows and acknowledges that PubCo is relying upon such representations and warranties, in entering into this Agreement and in concluding the Transaction contemplated herein:
REPRESENTATIONS AND WARRANTIES OF RAVEN. Except (x) as set forth in the applicable section or subsection of the disclosure letter delivered to Eagle by Raven immediately prior to the execution of this Agreement (the “Raven Disclosure Letter”) (it being understood that any matter disclosed pursuant to any section or subsection of the Raven Disclosure Letter shall be deemed to be disclosed for all purposes of this Article III as long as the relevance of such disclosure to the other Sections or sub-Sections of this Article III is reasonably apparent on the face of such disclosure) or (y) as disclosed in the Raven SEC Documents filed with the SEC since December 31, 2014 and publicly available prior to the date hereof (other than disclosures in any “risk factors” or “forward looking statements” sections of such reports or any other disclosures in such reports to the extent they are predictive or forward-looking in nature), Raven hereby represents and warrants to Eagle as follows:
REPRESENTATIONS AND WARRANTIES OF RAVEN. HOLDINGS CONCERNING THE OPERATING COMPANY AND THE OPERATING COMPANY ASSETS 19 Section 4.1 Organization and Authority of the Operating Company 19 Section 4.2 Capitalization of the Operating Company 20 Section 4.3 Financial Statements; Absence of Undisclosed Liabilities. 20 Section 4.4 Absence of Change 21 Section 4.5 Real Property 22 Section 4.6 Equipment 22 Section 4.7 Intellectual Property 22 Section 4.8 Compliance with Law 23 Section 4.9 Material Contracts 23 Section 4.10 Litigation 26 Section 4.11 Insurance 26 Section 4.12 Employee Benefits 26 Section 4.13 Employment Matters 29 Section 4.14 Taxes 29 Section 4.15 Transactions With Affiliates 31 Section 4.16 Accounts Receivable 31 Section 4.17 Environmental and Safety 31 Section 4.18 No Broker 32 Section 4.19 Sufficiency of Assets 32 Section 4.20 Banking Relationships 33 Section 4.21 Indebtedness; Existing Credit Support 33 Section 4.22 Hedging 33 Section 4.23 Project Acquisitions 33 Section 4.24 Suppliers and Customers 33 Section 4.25 Solvency 34 Section 4.26 Information Security 34 Section 4.27 Foreign Corrupt Practices Act 34 Section 4.28 Accuracy of Information 34 Section 4.29 No Other Representations or Warranties 34 Article 5 REPRESENTATIONS AND WARRANTIES OF SXCP 35 Section 5.1 Organization 35 Section 5.2 Authorization: Execution and Delivery: Enforceability 35 Section 5.3 No Violation or Conflict: Consents 35 Section 5.4 No Broker 36 Section 5.5 Investment Representations 36 Section 5.6 Capitalization of SXCP 37 Section 5.7 Title to Common Xxxxx 00 Xxxxxxx 5.8 Tax Classification 37 Section 5.9 Financing 37 Section 5.10 SEC Filings 37 Section 5.11 Financial Statements 38 PRE-CLOSING COVENANTS 38 Section 6.1 Conduct of Business 38 Section 6.2 Employee Benefits Matters 40 Section 6.3 Access to Information 40 Section 6.4 Further Assurances; Consents; Waiver of Notices 41 Section 6.5 Publicity 41 Section 6.6 Confidentiality 41 Section 6.7 Permits; Other Filings 42 Section 6.8 Intercompany Balances 42 Section 6.9 Liens; Indebtedness; Current Liabilities 42 Section 6.10 Exclusivity 42 Section 6.11 Title Insurance 43 Section 6.12 Survey 43 Section 6.13 Schedule Supplements 43 Section 6.14 Estoppel 44 Section 6.15 Financing Cooperation 44 CONDITIONS PRECEDENT TO CONSUMMATION OF THE CLOSING 44 Section 7.1 Conditions Precedent to Each Party’s Obligations to Closing 44 Section 7.2 Conditions Precedent to Obligations of SXCP 45 Section 7.3 Conditions Precedent to Obligations of Raven Holdings 46 Article 6
REPRESENTATIONS AND WARRANTIES OF RAVEN. In order to induce the Company to enter into this Agreement and to consummate the transactions contemplated hereby, Raven and the Raven Shareholders jointly and severally make the representations and warranties set forth below to the Company.
