REPRESENTATIONS AND WARRANTIES OF THE BLOCKER. As an inducement to Buyer to enter into this Agreement, the Blocker hereby represents and warrants to Buyer that:
REPRESENTATIONS AND WARRANTIES OF THE BLOCKER. SELLER 15
REPRESENTATIONS AND WARRANTIES OF THE BLOCKER and the PubCo Parties 48 Article VI Representations and Warranties of CF OMS and Blocker Owner 53 Article VII Representations and Warranties of MDH 55
REPRESENTATIONS AND WARRANTIES OF THE BLOCKER. As an inducement to the Buyer Parties to enter into this Agreement and consummate the transactions contemplated hereby, except as set forth in the applicable section of the Disclosure Schedules, the Blocker represents and warrants to the Buyer Parties as follows:
REPRESENTATIONS AND WARRANTIES OF THE BLOCKER. The Blocker hereby represents and warrants to Parent and the Merger Sub Entities as follows:
REPRESENTATIONS AND WARRANTIES OF THE BLOCKER. The (i) representations and warranties of the Blocker contained in Section 5.01 (Organization), Section 5.02 (Authority Relative to This Agreement), Section 5.03 (Capitalization) and Section 5.09 (Brokers) shall be true and correct in all respects as of the Closing Date as though made on the Closing Date (without giving effect to any limitation as to “materiality” or “material adverse effect” or any similar limitation set forth therein), except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date. All other representations and warranties of the Blocker contained in in this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “material adverse effect” or any similar limitation set forth herein) in all respects as of the Closing Date, as though made at and as of the Closing Date (except to the extent that any such representation and warranty is expressly made as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not, and would not reasonably be expected to, cause a material adverse effect on the Blocker.
REPRESENTATIONS AND WARRANTIES OF THE BLOCKER. Section 3.01 Organization and Qualification 32 Section 3.02 Authority/Binding Effect 33 Section 3.03 Capitalization 33 Section 3.04 Consents and Approvals/No Violation 34 Section 3.05 Absence of Litigation 35 Section 3.06 Compliance with Laws 35 Section 3.07 Taxes 35 Section 3.08 Brokers 36 Section 3.09 Operations 36
REPRESENTATIONS AND WARRANTIES OF THE BLOCKER. Except as disclosed in the Schedules (it being understood that the disclosure of an item in one section of the Schedules as an exception to a particular representation or warranty will be deemed adequately disclosed as an exception with respect to other representations and warranties only to the extent that the relevance of such item to such other representations and warranties is reasonably apparent on the face of such item), the Blocker hereby represents and warrants to Parent, Merger Sub 1 and Merger Sub 2, as of the date hereof and the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF THE BLOCKER. Except as set forth in the applicable Schedules, the Blocker hereby represents and warrants to the Buyer Parties as follows:
REPRESENTATIONS AND WARRANTIES OF THE BLOCKER. Except as disclosed in the Disclosure Schedules, the Blocker hereby represents and warrants to Buyer that each statement contained in this Article VI is true and correct.
