REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR. 6.1 The Acquiror represents, warrants and, where applicable, covenants to the Seller as follows and acknowledges that the Seller is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement:
(a) the Acquiror has been duly formed and is validly existing under the laws of its jurisdiction of incorporation and has the requisite corporate power and authority to conduct its business as it is now being conducted and to execute and deliver this Agreement and to perform its obligations hereunder;
(b) the execution and delivery of this Agreement by the Acquiror and the performance by it of its obligations hereunder have been duly authorized by its respective board of directors and no other corporate proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder;
(c) this Agreement has been duly executed and delivered by the Acquiror and, assuming the due authorization, execution and delivery by the Seller, constitutes a legal, valid and binding obligation, enforceable by the Seller against the Acquiror in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditor’s rights generally and general principles of equity;
(d) none of the execution and delivery by the Acquiror of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Acquiror will result in a breach of: (i) the constating documents of the Acquiror; (ii) any agreement or instrument to which the Acquiror is a party or by which the Acquiror or any of the Acquiror's property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect to the Acquiror, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Acquiror to perform its obligations under this Agreement or otherwise delay the Acquiror in performing such obligations; and
(e) the Acquiror has sufficient funds or has made adequate arrangements to have financing in place in order to distribute to all the Securityholders the cash consideration to which they are entitled upon consummation of the Transaction. The representations and warranties of the Acquiror set forth in this Article 6 shall survive the Effective Date and shall continue thereafter in full force and effect for the benefit of the S...
REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR. The Acquiror represents and warrants to the Shareholders and the Company as follows:
REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR. Except as Previously Disclosed in a paragraph of its Disclosure Schedule corresponding to the relevant paragraph below, the Acquiror hereby represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR. The Acquiror hereby represents and warrants to the Company that:
REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR. The Acquiror hereby represents and warrants to the Seller as follows:
REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR. Subject to the disclosures contained in the relevant Schedules attached hereto, the Acquiror represents and warrants to the Acquiree Shareholder and the Acquiree as follows:
REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR. Acquiror represents and warrants to Stockholder that:
REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR. Except as set forth in the disclosure schedule supplied by the Acquiror to the Seller and dated as of the date hereof (the “Acquiror Disclosure Schedule”), which the Acquiror Disclosure Schedule identifies the Section (or, if applicable, subsection) to which such exception relates (provided, however, that such disclosure shall also apply to particular matters represented or warranted in other Sections and subsections to the extent that it is readily apparent from the text of such disclosure), the Acquiror represents and warrants to the Seller as follows:
REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR. Except as set forth in the Disclosure Schedule delivered by the Acquiror to the Company prior to execution of this Agreement (the "Acquiror Disclosure Schedule") the Acquiror hereby represents and warrants to the Company that:
REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR. The Acquiror represents and warrants to EPI as of the date hereof (except as to certain presentations and warranties which expressly speak as of a different date certain, which shall be accurate and complete as of such date), subject to such exceptions as are disclosed in the disclosure schedule supplied by the Acquiror to EPI and dated as of the date hereof (the “Acquiror Disclosure Schedule”), as follows:
