REPRESENTATIONS AND WARRANTIES OF THE ACQUIRING COMPANIES. The Acquiring Companies represent and warrant to the Shareholder that the statements contained in this Section 5 are correct and complete as of the Closing Date.
REPRESENTATIONS AND WARRANTIES OF THE ACQUIRING COMPANIES. In order to induce Seller and the Members to enter into this Agreement and to consummate the transactions contemplated herein, each of the Acquiring Companies hereby represent and warrant as follows:
REPRESENTATIONS AND WARRANTIES OF THE ACQUIRING COMPANIES. 28 5.1 Organization of PainCare and Subsidiary ............................ 28 5.2 Authorization of Transaction ....................................... 29 5.3 No Conflict or Violation ........................................... 29 5.4 Consents and Approvals ............................................. 29
REPRESENTATIONS AND WARRANTIES OF THE ACQUIRING COMPANIES. 47 Section 5.01 Organization of Acquiring Companies 47 Section 5.02 Authorization of Transaction; Binding Effect 47 Section 5.03 Noncontravention 47 Section 5.04 Broker’s Fees 48 Section 5.05 Sufficiency of Funds 48 Section 5.06 Litigation 48 Section 5.07 Taxes 48 Section 5.08 Parent Investment Intent; Restricted Securities 48 Section 5.09 Intentionally Omitted 49 Section 5.10 No Other Representations 49 ARTICLE VI PRE-CLOSING COVENANTS 49 Section 6.01 Operation of Business 49 Section 6.02 Notices and Consents 49 Section 6.03 Access 50 Section 6.04 Supplemental Schedules 51 Section 6.05 Contact with Customers and Suppliers 51 Section 6.06 VMG Equity Transfers 52 Section 6.07 Financial Information Cooperation 52 Section 6.08 Intentionally Omitted 52 Section 6.09 Termination of Certain Agreements 52 Section 6.10 Release of Liens 52 Section 6.11 Employee Benefit Plans 52 ARTICLE VII ADDITIONAL AGREEMENTS 53 Section 7.01 General 53 Section 7.02 Press Releases 53 Section 7.03 Transaction Expenses 53 Section 7.04 Confidentiality 53 Section 7.05 Employee Matters 54 Section 7.06 Provision Respecting Representation of the Securityholders 54 Section 7.07 Post-Closing Record Retention and Access 54 Section 7.08 Further Tax Matters 55 Section 7.09 Exclusivity 60 Section 7.10 Limited Liability Company Name 60 Section 7.11 Directors’ and Officers’ Indemnification 61 Section 7.12 Return of Confidential Information 61 ARTICLE VIII CONDITIONS 61 Section 8.01 Conditions to Obligations of the Parties 61 Section 8.02 Conditions to Obligations of Parent and Merger Sub 62 Section 8.03 Conditions to Obligations of the Target Companies, VMG General Partner and VMG Tax-Exempt LP 63 ARTICLE IX TERMINATION; EFFECT OF TERMINATION 64 Section 9.01 Termination 64 Section 9.02 Effect of Termination 65 ARTICLE X INDEMNIFICATION 65 Section 10.01 Survival of Certain Representations and Warranties, Covenants and Agreements 65 Section 10.02 Indemnification by the Securityholders 66 Section 10.03 Indemnification by Parent and the Surviving Company 67 Section 10.04 Limitations 67 Section 10.05 Exclusive Remedy 69 Section 10.06 Procedures for Third-Party Claims 69 Section 10.07 Procedures for Inter-Party Claims 71 Section 10.08 Duty to Mitigate 72 Section 10.09 Knowledge 72 Section 10.10 No Punitive Damages 72 Section 10.11 Treatment of Indemnity Payments 72 Section 10.12 Materiality 72 Section 10.13 No Contribution 73 ARTICLE XI MISCELLANEOUS 73 Section 11.01 Sellers’ Representative 73 Section ...
REPRESENTATIONS AND WARRANTIES OF THE ACQUIRING COMPANIES. As a material inducement to the Target Companies, VMG General Partner and VMG Tax-Exempt LP to enter into and perform their respective obligations under this Agreement, and as a material inducement to the Sellers’ Representative to serve in its capacity as such pursuant to the terms of this Agreement, each of Parent and Merger Sub represents and warrants to the Target Companies, VMG General Partner, VMG Tax-Exempt LP and the Sellers’ Representative, as of the date hereof, as follows:
REPRESENTATIONS AND WARRANTIES OF THE ACQUIRING COMPANIES. The Acquiring Companies each represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF THE ACQUIRING COMPANIES. Each Acquiring Company hereby jointly and severally represents and warrants to the Company that the statements contained in this Article 2 are true and correct as of the date of this Agreement:
REPRESENTATIONS AND WARRANTIES OF THE ACQUIRING COMPANIES. Each Acquiring Company hereby jointly and severally represents and warrants to the Company that the statements contained in this Article 3 are true and correct as of the date of this Agreement:
