REPRESENTATIONS AND WARRANTIES OF SELLER PARENT AND SELLER. The following representations and warranties are given by Seller Parent and Seller. Seller Parent and Seller hereby represents and warrants, jointly and severally, to Purchaser Parent that as of the date hereof and the Effective Date:
REPRESENTATIONS AND WARRANTIES OF SELLER PARENT AND SELLER. The representations and warranties of Seller Parent and Seller contained in this Agreement, any Ancillary Agreement, and in any certificate delivered pursuant to the provisions hereof that are (i) qualified by the words “material,” “Seller Material Adverse Effect” and similar phrases shall be true and correct in all respects at and as of date of this Agreement and at and as of the Closing Date (except to the extent that such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true and correct in all respects as of the specified date) and (ii) not so qualified shall be true and correct in all material respects at and as of date of this Agreement and at and as of the Closing Date (except to the extent that such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true and correct in all material respects as of the specified date).
REPRESENTATIONS AND WARRANTIES OF SELLER PARENT AND SELLER. Seller Parent (to the extent that the representations and warranties set forth below specifically refer to Seller Parent) and Seller (except to the extent that the representations and warranties set forth below are made by Seller Parent) hereby represent and warrant to Buyer Parent and Buyers as follows (it being understood that neither Seller Parent nor Seller makes any representation or warranty in this Agreement regarding (i) the business, operations, properties, assets, liabilities, financial condition or results of operations of Alabama Pinnacle or (ii) the Excluded Assets or the business, operations, liabilities, financial condition or results of operations of the Pinnacle Constituent Parties in connection therewith):
REPRESENTATIONS AND WARRANTIES OF SELLER PARENT AND SELLER. 6 Section 4.1. Corporate Organization. . . . . . . . . . . . . . . . . . 6 Section 4.2. Capitalization of MRI.. . . . . . . . . . . . . . . . . . 7 Section 4.3. MRI Subsidiaries. . . . . . . . . . . . . . . . . . . . . 7 Section 4.4. Authority.. . . . . . . . . . . . . . . . . . . . . . . . 7 Section 4.5. Consents and Approvals; No Violations.. . . . . . . . . . 8 Section 4.6. Financial Statements. . . . . . . . . . . . . . . . . . . 8 Section 4.7. Indebtedness. . . . . . . . . . . . . . . . . . . . . . . 9 Section 4.8. Taxes.. . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 4.9. Title to Properties; Inventories. . . . . . . . . . . . . 9 Section 4.10. Absence of Changes. . . . . . . . . . . . . . . . . . . . 10 Section 4.11. Intellectual Property.. . . . . . . . . . . . . . . . . . 12 Section 4.12. Leases and Contracts. . . . . . . . . . . . . . . . . . . 12 Section 4.13.
REPRESENTATIONS AND WARRANTIES OF SELLER PARENT AND SELLER. Seller Parent and Seller, jointly and severally, hereby represent and warrant to Buyer and each member of the MRI Group as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER PARENT AND SELLER. Seller Parent and Seller, jointly and severally, hereby represent and warrant to Peabody and Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER PARENT AND SELLER. Subject to any exceptions that are expressly and specifically set forth in the disclosure schedule delivered by Seller to Buyer concurrently with the execution and delivery of this Agreement, dated as of the date hereof (the “Disclosure Schedule”) (it being understood and hereby agreed that (i) the information set forth in the Disclosure Schedule shall be disclosed under separate section and subsection references that correspond to the sections and subsections of this Article III to which such information relates, and (ii) the information set forth in each section and subsection of the Disclosure Schedule shall qualify (A) the representations and warranties set forth in the corresponding section or subsections of this Article III, and (B) any other representations and warranties set forth in this Article III, if it is readily apparent on the face of such disclosure (without reference to any document(s) referenced therein) that such disclosure applies to such other representations and warranties), Seller hereby represents and warrants to Buyer, as of the date hereof and as of the Closing Date as if such representations and warranties were made at and as of the Closing Date (except for such representations and warranties as are made only as of a specific date, which shall be only made as of such date), as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER PARENT AND SELLER. Seller Parent represents and warrants to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER PARENT AND SELLER. Seller Parent and Seller, jointly and severally, hereby represent and warrant to Buyer and PRI as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER PARENT AND SELLER. Each of Seller Parent and Seller jointly and severally represents and warrants to Purchaser and Merger Sub that:
