REPRESENTATIONS AND WARRANTIES OF THE ACQUIREE. The Acquiree hereby represents and warrants to the Acquiror that the statements contained in this Article IV are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as thought the Closing Date were substituted for the date of this Agreement throughout this Article IV) (except where another date or period of time is specifically stated herein for a representation or warranty).
REPRESENTATIONS AND WARRANTIES OF THE ACQUIREE. Subject to the disclosures contained in the relevant Schedules attached hereto, the Acquiree represents and warrants to the Acquiror as follows:
REPRESENTATIONS AND WARRANTIES OF THE ACQUIREE. The Acquiree hereby represents and warrants to the Acquiror, subject to the exceptions and qualifications specifically set forth or disclosed in writing in the disclosure schedule delivered by the Acquiree to the Acquiror (the “Acquiree Disclosure Schedule”), that the statements contained in this Article IV are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as thought the Closing Date were substituted for the date of this Agreement throughout this Article IV) (except where another date or period of time is specifically stated herein for a representation or warranty). The Acquiree Disclosure Schedule shall be arranged according to the numbered and lettered paragraphs of this Article IV and any disclosure in the Acquiree Disclosure Schedule shall qualify the corresponding paragraph in this Article IV. The Acquiror and, after the Closing, the Acquiree, shall be entitled to rely on the representations and warranties set forth in this Article IV regardless of any investigation or review conducted by the Acquiror prior to the Closing.
REPRESENTATIONS AND WARRANTIES OF THE ACQUIREE. 11 Section 4.1 Organization and Qualification 11 Section 4.2 Authority 12 Section 4.3 Binding Obligations 12 Section 4.4 No Conflicts 12 Section 4.5 Subsidiaries 13 Section 4.6 Organizational Documents 13 Section 4.7 Capitalization 13 Section 4.8 No Brokers or Finders 14 Section 4.9 Disclosure 14 ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR AND THE ACQUIROR PRINCIPAL SHAREHOLDER Section 5.1 Organization and Qualification 14 Section 5.2 Authority 15 Section 5.3 Binding Obligations 15 Section 5.4 No Conflicts 15 Section 5.5 Subsidiaries 16 Section 5.6 Organizational Documents 16 Section 5.7 Capitalization 16 Section 5.8 Compliance with Laws 17 Section 5.9 Certain Proceedings 18 Section 5.10 No Brokers or Finders 18 Section 5.11 Contracts 18 Section 5.12 Tax Matters 18 Section 5.13 Labor Matters 19 Section 5.14 Employee Benefits 20 Section 5.15 Title to Assets 20 Section 5.16 Intellectual Property 21 Section 5.17 Environmental Laws 21 Section 5.18 Removed and Reserved 21 Section 5.19 Removed and Reserved 21 Section 5.20 Removed and Reserved 21 Section 5.21 Application of Takeover Protections 21 Section 5.22 Transactions With Affiliates and Employees 21 Section 5.23 Liabilities 21 Section 5.24 Bank Accounts and Safe Deposit Boxes 22 Section 5.25 Investment Company 22 Section 5.26 Bank Holding Company Act 22 Section 5.27 Public Utility Holding Act 22 Section 5.28 Federal Power Act 22 Section 5.29 Money Laundering Laws 22 Section 5.30 Foreign Corrupt Practices 22 Section 5.31 Removed and Reserved 23 Section 5.32 Absence of Certain Changes or Events 23 Section 5.33 Disclosure 23 Section 5.34 Undisclosed Events 23 Section 5.35 Non-Public Information 23 ARTICLE VI CONDUCT PRIOR TO CLOSING 24 Section 6.1 Conduct of Business 24 Section 6.2 Restrictions on Conduct of Business 24 ARTICLE VII ADDITIONAL AGREEMENTS 26 Section 7.1 Access to Information 26 Section 7.2 Legal Requirements 27 Section 7.3 Removed and Reserved 27 Section 7.4 Acquisition Proposals 27 ARTICLE VIII POST CLOSING COVENANTS 28 Section 8.1 General 28 Section 8.2 Litigation Support 28 Section 8.3 Removed and Reserved 28 Section 8.4 Removed and Reserved 28 ARTICLE IX TAX MATTERS 28 Section 9.1 Tax Periods Ending on or before the Closing Date 28 Section 9.2 Tax Periods Beginning Before and Ending After the Closing 28 Section 9.3 Indemnification 29 Section 9.4 Tax Sharing Agreements 29 Section 9.5 Certain Taxes 29 ARTICLE X CONDITIONS TO CLOSING 30 Section 10.1 Conditions to Obligation of the ...
REPRESENTATIONS AND WARRANTIES OF THE ACQUIREE. 13 Section 4.1 Organization and Qualification 13 Section 4.2 Authority 13 Section 4.3 Binding Obligations 14 Section 4.4 No Conflicts 14 Section 4.5 Subsidiaries 14 Section 4.6 Organizational Documents 14 Section 4.7 Capitalization 15 Section 4.8 No Brokers or Finders 15 Section 4.9 Disclosure 15
REPRESENTATIONS AND WARRANTIES OF THE ACQUIREE. 12 Section 4.1 Organization and Qualification 12 Section 4.2 Authority 13 Section 4.3 Binding Obligations 13 Section 4.4 No Conflicts 13 Section 4.5 Subsidiaries 14 Section 4.6 Organizational Documents 14 Section 4.7 Capitalization 14 Section 4.8 No Brokers or Finders 15 Section 4.9 Disclosure 15 ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR 15 Section 5.1 Organization and Qualification 15 Section 5.2 Authority 16 Section 5.3 Binding Obligations 16 Section 5.4 No Conflicts 16 Section 5.5 Subsidiaries 17 Section 5.6 Organizational Documents 17 Section 5.7 Capitalization 17 Section 5.8 Compliance with Laws 18 Section 5.9 Certain Proceedings 18 Section 5.10 No Brokers or Finders 19 Section 5.11 Contracts 19 Section 5.12 Tax Matters 19
