REPRESENTATIONS AND WARRANTIES OF RHINO. Except as set forth in the Rhino Disclosure Schedule, Rhino represents and warrants to Newco and Hippo that:
REPRESENTATIONS AND WARRANTIES OF RHINO. In this Agreement, any reference to any event, change, condition or effect being "material" with respect to any person means any material event, change, condition or effect related to the condition, financial or otherwise, properties, assets, including intangible assets, liabilities, business, operations or results of operations of such person and its subsidiaries, taken as a whole. In this Agreement, any reference to a "
REPRESENTATIONS AND WARRANTIES OF RHINO. Rhino represents and warrants to E-Data that as of the date hereof, Rhino has no claims against E-Data or its officers, directors, agents and employees, which are not reflected in the Stock Purchase Price hereunder. In this regard, Rhino hereby waives any and all claims, causes, causes of action, whether in contract or in tort, whether known or unknown, of any nature whatsoever, now existing against E- Data, except as may arise pursuant to E-Data's representations and warranties and covenants set forth herein.
REPRESENTATIONS AND WARRANTIES OF RHINO. Section 8.01. Corporate Existence and Power 67 Section 8.02. Corporate Authorization. 67 Section 8.03. Governmental Authorization 68 Section 8.04. Non-contravention 68 Section 8.05. Capitalization. 69 Section 8.06. RhinoRx Entities. 69 Section 8.07. SEC Filings and the Xxxxxxxx-Xxxxx Act. 70 Section 8.08. Financial Statements. 72 Section 8.09. Information Supplied 72 Section 8.10. Absence of Certain Changes 73 Section 8.11. No Undisclosed Liabilities 75 Section 8.12. Compliance with Laws and Court Orders. 75 Section 8.13. Litigation. 77 Section 8.14. Finders’ Fees 77 Section 8.15. Taxes. 78 Section 8.16. Employee Benefit Plans; Employees. 78 Section 8.17. Environmental Matters. 80 Section 8.18. Property Matters. 80 Section 8.19. Intellectual Property. 82 Section 8.20. RhinoRx Material Contracts. 83 Section 8.21. Insurance 86 Section 8.22. Intercompany Transactions 86 Section 8.23. Sufficiency of Transferred Assets 87 Section 8.24. Tax Treatment 87 Section 8.25. Opinion of Financial Advisor 87
REPRESENTATIONS AND WARRANTIES OF RHINO. Except as disclosed in the Disclosure Schedule delivered by Rhino to Yama Buggy and Shareholder prior to the execution and delivery of this Agreement (“Rhino Disclosure Schedule”) corresponding to the Section of this Agreement to which any of the following representations and warranties specifically relate or as disclosed in another section of the Rhino Disclosure Schedule if it is reasonably apparent on the face of the disclosure that it is applicable to another Section of this Agreement, Rhino represents and warrants to Yama Buggy as follows:
REPRESENTATIONS AND WARRANTIES OF RHINO. Rhino represent and warrant to Sarwin as follows:
