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. 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 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.
REPRESENTATIONS AND WARRANTIES OF THE BLOCKER and the PubCo Parties 48 Section 5.1 Organization; Authority; Enforceability 48 Section 5.2 Non-contravention 49 Section 5.3 Capitalization 49 Section 5.4 Holding Company; Ownership 50 Section 5.5 Information Supplied; Form S-4 50 Section 5.6 Litigation 50 Section 5.7 Brokerage 51 Section 5.8 Organization of PubCo, Milestone Merger Sub and MDH Merger Sub 51 Section 5.9 PIPE Investments 51 Section 5.10 Affiliate Transactions 51 Section 5.11 Tax Matters 52 Section 5.12 No Other Representations or Warranties 52 Article VI Representations and Warranties of CF OMS and Blocker Owner 53 Section 6.1 Organization; Authority; Enforceability 53 Section 6.2 Non-contravention 53 Section 6.3 Ownership 54 Section 6.4 Information Supplied 54 Section 6.5 Litigation 54 Section 6.6 Brokerage 54 Section 6.7 No Other Representations or Warranties 54 Article VII Representations and Warranties of MDH 55 Section 7.1 Organization; Authority; Enforceability 55 Section 7.2 Non-contravention 56 Section 7.3 Capitalization 56 Section 7.4 Information Supplied; Form S-4 56 Section 7.5 Litigation 57 Section 7.6 Brokerage 57 Section 7.7 Trust Account 57 Section 7.8 MDH SEC Documents; Controls 57 Section 7.9 Listing 58 Section 7.10 Investment Company; Emerging Growth Company 58 Section 7.11 Business Activities 58 Section 7.12 Compliance with Laws 59 Section 7.13 Tax Matters 59
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. SELLER 15 5.01 Status 15 5.02 Power and Authority 15 5.03 Enforceability 15 5.04 No Violations; Consents and Approvals 15 5.05 Capitalization; Ownership 15 5.06 Investments 16 5.07 Tax Matters 16
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. Except as set forth in the Disclosure Letter, the Blocker represents and warrants to the Buyer on the Effective Date and as of the Closing Date (except for representations and warranties that are made as of a specific date, which are made only as of such date) as follows:
