REPRESENTATIONS AND WARRANTIES OF THE BLOCKER SELLERS Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE BLOCKER SELLERS. Section 4.1 Company Organization 15 Section 4.2 Due Authorization 15 Section 4.3 No Violation 16 Section 4.4 Governmental Authorizations 16 Section 4.5 Capitalization; Title to Blocker Shares 16 Section 4.6 Legal Compliance 17 Section 4.7 Litigation and Proceedings 17 Section 4.8 Taxes 18 Section 4.9 Assets, Liabilities and Business of Blockers 19 Section 4.10 No Brokers 20 Section 4.11 No Additional Representation or Warranties 20 Article V REPRESENTATIONS AND WARRANTIES OF THE CRESCENT HOLDERS Section 5.1 Company Organization 20 Section 5.2 Due Authorization 20 Section 5.3 No Violation 21 Section 5.4 Governmental Authorizations 21 Section 5.5 Capitalization; Title to Class A Units 21 Section 5.6 No Additional Representation or Warranties 21 Article VI COVENANTS Section 6.1 Conduct of Business 22 Section 6.2 Crescent Consent 22 Section 6.3 Tax Matters 22 Section 6.4 Transaction Agreement 24 Article VII
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REPRESENTATIONS AND WARRANTIES OF THE BLOCKER SELLERS. Except as set forth in the disclosure letter delivered to the VS Entities by the Blocker Sellers and the Crescent Holders on the date of this Agreement (the “Crescent Disclosure Letter”) (each section of which, subject to Section 9.9, qualifies the correspondingly numbered and lettered representations in this Article IV and Article V), each Blocker Seller represents and warrants to VS PubCo as follows:
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REPRESENTATIONS AND WARRANTIES OF THE BLOCKER SELLERS. The representations and warranties of each Blocker Seller set forth in ARTICLE IV of this Agreement (other than the representations made in Sections 4.1(a), 4.1(b), 4.1(c)(i), 4.2, 4.3, 4.4 and 4.5) shall be true and correct in all respects, as of the date of this Agreement and at and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be so true and correct as of such earlier date), except where the failure of such representations and warranties to be true and correct would not reasonably be expected to have a Material Adverse Effect (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” and other materiality qualifications contained in such representations and warranties shall be disregarded). The representations and warranties of each Blocker Seller set forth in Sections 4.1(a), 4.1(b), 4.1(c)(i), 4.2, 4.3, 4.4 and 4.5 shall be true and correct in all respects, except for the failure of such representations and warranties set forth in Section 4.3 to be true and correct as would not reasonably be expected to have more than a de minimis impact on the Company, as of the date of this Agreement and at and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be so true and correct as of such earlier date).
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REPRESENTATIONS AND WARRANTIES OF THE BLOCKER SELLERS. Except as set forth on the corresponding Disclosure Schedules, each Blocker Seller represents and warrants to Parent and Buyer, with respect to each Blocker Seller's respective Blocker (and not as to any other Blocker) as follows:
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REPRESENTATIONS AND WARRANTIES OF THE BLOCKER SELLERS. Each Blocker Seller (on its own behalf and not with respect to any other Blocker Seller) and Blocker (including, for the avoidance of doubt, in connection with the Pre-Closing Restructuring specified in Section 11.03 and redemption specified in Section 2.01), represents and warrants to the Purchaser, the Merger Sub and the Blocker Purchaser that the statements in this Article VI are true and correct, as of the date hereof and as of the Closing Date, except as set forth in the Disclosure Schedules.
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REPRESENTATIONS AND WARRANTIES OF THE BLOCKER SELLERS. The Blocker Sellers hereby represent and warrant to Buyer, jointly and severally, on the date hereof and (other than with respect to any representations and warranties made solely as of a specified date, including the date of this Agreement) on the Closing Date as follows:
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REPRESENTATIONS AND WARRANTIES OF THE BLOCKER SELLERS. 3.1Organization
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REPRESENTATIONS AND WARRANTIES OF THE BLOCKER SELLERS. As a material inducement to Purchaser and Merger Sub to enter into this Agreement and purchase the Blocker Interests to be purchased hereunder, each of the Blocker Sellers, severally and solely with respect to itself, represents and warrants to Purchaser and Merger Sub as follows:
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Related to REPRESENTATIONS AND WARRANTIES OF THE BLOCKER SELLERS

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES Each of the Buyer Parties represents and warrants to each of the Selling Parties as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER The Buyer represents and warrants to the Company that:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYERS Each Buyer represents and warrants to the Sellers as follows:

  • Representations and Warranties of the Vendor The Vendor hereby makes the following representations and warranties to the Purchaser and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and completing the Transaction:

  • REPRESENTATIONS AND WARRANTIES OF THE VENDORS The Vendors jointly and severally represent and warrant to the Purchaser the following, and acknowledge that the Purchaser is entitled to rely on such representations and warranties notwithstanding any due diligence investigation done by the Purchaser prior to the closing:

  • REPRESENTATIONS AND WARRANTIES OF THE SELLERS Each of the Sellers, jointly and severally, represents and warrants to the Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES Each Seller Party hereby represents and warrants to the Agent and the Purchasers, as to itself, as of the date hereof and as of the date of each Incremental Purchase and the date of each Reinvestment that:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES Except (a) as set forth in the disclosure letter prepared by the Company and delivered to the Parent Parties at or prior to the execution and delivery of this Agreement (the “Company Disclosure Letter”) (it being acknowledged and agreed that disclosure of any item in any section or subsection of the Company Disclosure Letter shall be deemed disclosed with respect to the section or subsection of this Agreement to which it corresponds and any other section or subsection of this Agreement to the extent the applicability of such disclosure to such other section or subsection of this Agreement is reasonably apparent on its face (it being understood that to be so reasonably apparent on its face, it is not required that the other section or subsection of this Agreement be cross-referenced); provided, that nothing in the Company Disclosure Letter is intended to broaden the scope of any representation or warranty of the Company Parties made herein), or (b) as disclosed in the Company SEC Documents publicly filed with, or furnished to the SEC since January 1, 2019 and prior to the date of this Agreement and available on the SEC’s Electronic Data Gathering and Retrieval System (excluding any information or documents incorporated by reference therein, or filed as exhibits thereto, and excluding any disclosures contained in such documents under the headings “Risk Factors” or “Forward Looking Statements” or any other disclosures contained or referenced therein to the extent they are cautionary, predictive or forward-looking in nature), and then only to the extent that the relevance of any disclosed event, item or occurrence in such Company SEC Documents to a matter covered by a representation or warranty set forth in this Article IV is reasonably apparent on its face, the Company Parties hereby jointly and severally represent and warrant to the Parent Parties that:

  • REPRESENTATIONS AND WARRANTIES OF THE WARRANTORS Unless specifically indicated otherwise, the Warrantors hereby jointly and severally represent and warrant to the Investor that the statements in this Section 3, except as set forth in the Disclosure Schedule (the “Disclosure Schedule”) attached to this Agreement as Schedule C (the contents of which shall also be deemed to be representations and warranties hereunder), are all true, correct and complete as of the date hereof and the date of the Closing. For purposes of this Section 3, any reference to a party’s “knowledge” means such party’s best knowledge after due and diligent inquiries of officers, directors, and other employees of such party reasonably believed to have knowledge of the matter in question.

  • REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES The Selling Parties jointly and severally represent and warrant to Buyer that:

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