Representations and Warranties of S&W. S&W represents and warrants that the statements contained in this Section 3 are true and correct as of the date of this Agreement.
Representations and Warranties of S&W. S&W hereby represents and warrants to Buyer as follows:
Representations and Warranties of S&W. Except as otherwise set forth in the S&W Disclosure Schedule heretofore delivered by S&W to USR and except as disclosed in any reports, proxy statement, or other document heretofore filed by S&W with the Securities and Exchange Commission (“SEC”), S&W represents and warrants to USR as follows:
Representations and Warranties of S&W. 15 3.1. Organization and Good Standing 16 3.2. Authority and Enforcement 16 3.3. Ownership of Ordinary Shares 16 3.4. No Conflicts or Defaults 17 3.5. Consents of Third Parties 17 3.6. Actions Pending 17 3.7. S&W Financial Statements 17 3.8. Assets 18 3.9. Intellectual Property 18 3.10. Books and Records 19 3.11. Contracts 20 3.12. Compliance with Laws. 20 3.13. Insurance 21 3.14. Brokers 21 3.15. Employees 21 3.16. Taxes 21 3.17. No Adverse Changes 22 3.18. No Other Actions 22 3.19. Disclosure 22 3.20. Bad Actor Disqualifying Event 22
Representations and Warranties of S&W. Except as otherwise set forth in the disclosure schedule, attached hereto as Schedule 3 (the “S&W Disclosure Schedules”), S&W hereby make the following representations and warranties to Parent as of the date hereof. It being understood and hereby agreed that the information set forth in each section and subsection of the S&W Disclosure Schedules shall qualify (i) the representations or warranties made in the corresponding section or subsections of this Section 3, including by way of cross-reference, and (ii) any other representations and warranties set forth in this Section 3, if and to the extent that it is readily apparent on the face of such disclosure that it applies to such other representations and warranties. The S&W Disclosure Schedules will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Agreement.
Representations and Warranties of S&W. SW hereby represents and warrants to IVS and the IVS Sellers that:
Representations and Warranties of S&W. 26 Section 7.1 In Respect of the Company. 26 Section 7.2 In respect of S&W. 30 Section 7.3 Disclaimer of Other Representations and Warranties 42 ARTICLE VIII POST-CLOSING COVENANTS 42 Section 8.1 Conditional Post-Closing Membership Interest Transfer. 42 Section 8.2 Membership Interest Re-Purchase Option 43 ARTICLE IX ADDITIONAL AGREEMENTS 43 Section 9.1 Release of Information 43 Section 9.2 Cooperation; Further Assurances 43 Section 9.3 Tax Matters 44 ARTICLE X SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION 45 Section 10.1 Survival 45 Section 10.2 Indemnification by Shell 45 Section 10.3 Indemnification by S&W 46 Section 10.4 Procedure for Indemnification—Third Party Claims 46 Section 10.5 Specific Performance; Exclusive Remedy 47 Section 10.6 Limitations on Indemnification 47 Section 10.7 Waiver of Certain Damages 48 ARTICLE XI TERMINATION 48 Section 11.1 Termination 48 Section 11.2 Effect of Termination 49 ARTICLE XII MISCELLANEOUS 49 Section 12.1 Notices 49 Section 12.2 Entire Agreement 50 Section 12.3 Binding Effect; Assignment; No Third Party Benefit 50 Section 12.4 Severability 50 Section 12.5 Governing Law 50 Section 12.6 Dispute Resolution 51 Section 12.7 Amendment 54 Section 12.8 No Recourse 54 Section 12.9 Waiver 55 Section 12.10 Counterparts 55 Section 12.11 Confidentiality 55 Exhibit A Form of LLC Agreement Exhibit B Form of Offtake Agreement Exhibit C Form of Assignment of Membership Interest Exhibit D Form of S&W Secondment Agreement Exhibit E Form of S&W Service Agreement Exhibit F Form of Escrow Agreement Exhibit G Form of Offer of Employment Exhibit H Form of General Warranty Deed Exhibit I Form of Bill of Sale Exhibit J Description of S&W Real Property Exhibit K Description of S&W Personal Property Exhibit L Description of S&W Intellectual Property Exhibit M Details of Company Account Exhibit N Form of Employment Agreement Exhibit O Membership Interest Re-Purchase Option Buy-Back Schedule Exhibit P True-Up Payment Calculation Exhibit Q Form of Assignment of Intellectual Property Rights Exhibit R Form of Company Service Agreement Exhibit S Employee Contribution Exhibit T Form of Assignment and Assumption Exhibit U Methodology for Allocation of Purchase Price Exhibit V Form of Assignment of Permits Exhibit W Settlement Statement Schedules Schedules 7.1 and 7.2 Execution Version Page 4 CONTRIBUTION AND MEMBERSHIP INTEREST PURCHASE AGREEMENT THIS CONTRIBUTION AND MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Agreement”) is made and entered into ...
Representations and Warranties of S&W. S&W represents and warrants to Shell that, except as disclosed in the Schedules, as of the Execution Date and as of the Closing Date:
