REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR AND THE ACQUIROR PRINCIPAL SHAREHOLDER. The Acquiror and the Acquiror Principal Shareholder, jointly and severally, hereby represent and warrant to the Acquiree, and each of the Acquiree Shareholders, subject to the exceptions and qualifications specifically set forth or disclosed in writing in the disclosure schedule delivered by the Acquiror Principal Shareholder to the Acquiree, and the Acquiree Shareholders simultaneously herewith (the “Acquiror Disclosure Schedule”), that the statements contained in this Article V 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 V) (except where another date or period of time is specifically stated herein for a representation or warranty). The Acquiror Disclosure Schedule shall be arranged according to the numbered and lettered paragraphs of this Article V and any disclosure in the Acquiror Disclosure Schedule shall qualify the corresponding paragraph in this Article V. The Acquiree, the Acquiree Shareholders and, after the Closing, the Acquiror, shall be entitled to rely on the representations and warranties set forth in this Article V regardless of any investigation or review conducted by the Acquiree, or the Acquiree Shareholders prior to the Closing.
REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR AND THE ACQUIROR PRINCIPAL SHAREHOLDER. Subject to the disclosures contained in the relevant Schedules attached hereto, the Acquiror and the Acquiror Principal Shareholder, jointly and severally, represent and warrant to each of the Acquiree Shareholders and the Acquiree as follows:
REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR AND THE ACQUIROR PRINCIPAL SHAREHOLDER. 10 Section 5.1 Organization and Qualification Section 5.2 Authority Section 5.3 Binding Obligations Section 5.4 No Conflicts Section 5.5 Subsidiaries Section 5.6 Organizational Documents Section 5.7 Capitalization 11 Section 5.8 Compliance with Laws Section 5.9 Certain Proceedings Section 5.10 No Brokers or Finders Section 5.11 Contracts Section 5.12 Tax Matters Section 5.13 Labor Matters Section 5.14 Employee Benefits Section 5.15 Title to Assets Section 5.16 Intellectual Property Section 5.17 Environmental Laws Section 5.18 SEC Reports Section 5.19 Internal Accounting Controls 15 Section 5.20 Listing and Maintenance Requirements Section 5.21 Application of Takeover Protections Section 5.22 Transactions With Affiliates and Employees Section 5.23 Liabilities Section 5.24 Bank Accounts and Safe Deposit Boxes Section 5.25 Investment Company Section 5.26 Bank Holding Company Act Section 5.27 Public Utility Holding Act Section 5.28 Federal Power Act 16 Section 5.29 Money Laundering Laws 16 Section 5.30 Foreign Corrupt Practices Section 5.31 DTC Eligibility Section 5.32 Absence of Certain Changes or Events Section 5.33 Disclosure Section 5.34 Undisclosed Events Section 5.35 Non-Public Information ARTICLE VI CONDUCT PRIOR TO CLOSING 17 Section 6.1 Conduct of Business Section 6.2 Restrictions on Conduct of Business 17 ARTICLE VII ADDITIONAL AGREEMENTS 18 Section 7.1 Access to Information 18 Section 7.2 Legal Requirements Section 7.3 Notification of Certain Matters Section 7.4 Acquisition Proposals ARTICLE VIII POST CLOSING COVENANTS 19 Section 8.1 General Section 8.2 Litigation Support Section 8.3 Assistance with Post-Closing SEC Reports and Inquiries Section 8.4 Public Announcements ARTICLE IX TAX MATTERS 19 Section 9.1 Tax Periods Ending on or before the Closing Date Section 9.2 Tax Periods Beginning Before and Ending After the Closing Section 9.3 Indemnification Section 9.4 Tax Sharing Agreements Section 9.5 Certain Taxes ARTICLE X CONDITIONS TO CLOSING 20 Section 10.1 Conditions to Obligation of the Parties Generally Section 10.2 Conditions to Obligation of the Acquiree Parties Section 10.3 Conditions to Obligation of the Acquiror Parties 22 ARTICLE XI TERMINATION 23 Section 11.1 Grounds for Termination Section 11.2 Procedure and Effect of Termination 24 Section 11.3 Effect of Termination 24 ARTICLE XII SURVIVAL; INDEMNIFICATION 24 Section 12.1 Survival Section 12.2 Indemnification by the Acquiror Principal Shareholder Section 12.3 Matters Involving Third Par...
REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR AND THE ACQUIROR PRINCIPAL SHAREHOLDER. 16 Section 5.1 Organization and Qualification 16 Section 5.2 Authority 16 Section 5.3 Binding Obligations 17 Section 5.4 No Conflicts 17 Section 5.5 Subsidiaries 17 Section 5.6 Organizational Documents 18 Section 5.7 Capitalization 18 Section 5.8 Compliance with Laws 19 Section 5.9 Certain Proceedings 19 Section 5.10 No Brokers or Finders 20 Section 5.11 Contracts 20
