REPRESENTATIONS AND WARRANTIES OF ROADRUNNER. 36 Section 5.01 Organization 36 Section 5.02 New Pubco and Merger Sub 37 Section 5.03 Subsidiaries 37 Section 5.04 Capital Structure 38 Section 5.05 Authority; Execution and Delivery; Enforceability 39 Section 5.06 No Conflicts; Consents; Governmental Authorizations 40 Section 5.07 Litigation 40 Section 5.08 SEC Filings 41 Section 5.09 Absence of Certain Changes or Events 42 Section 5.10 Taxes 42 Section 5.11 Tax Qualification 44 Section 5.12 Roadrunner Benefit Plans 44 Section 5.13 Labor Relationships 45 Section 5.14 Compliance with Applicable Laws 46 Section 5.15 Licenses and Permits 47 Section 5.16 Financing 47 Section 5.17 Brokers and Other Fees 48 Section 5.18 Information Supplied 49 Section 5.19 Rule 16b-3 Exemption 49 Section 5.20 No Additional Representations 49
REPRESENTATIONS AND WARRANTIES OF ROADRUNNER. Except as set forth in (i) the Roadrunner SEC Reports (but excluding any risk factor disclosures contained under the heading “Risk Factors” (other than any factual information contained therein), any disclosure of risks explicitly included in any “forward-looking statements” disclaimer and any other disclosures included therein to the extent they are cautionary, predictive or forward-looking in nature (other than any factual information contained therein)) or (ii) the disclosure schedule delivered by Roadrunner to Coyote prior to the execution of this Agreement (the “Roadrunner Disclosure Schedule”), Roadrunner represents and warrants to Coyote and each Seller as follows:
REPRESENTATIONS AND WARRANTIES OF ROADRUNNER. Roadrunner hereby represents and warrants to GTS that:
REPRESENTATIONS AND WARRANTIES OF ROADRUNNER. Roadrunner hereby represents and warrants to the Stockholder that:
