REPRESENTATIONS AND WARRANTIES OF THE BLOCKERS. 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 Blocker Disclosure Schedules, the Blockers hereby severally, and not jointly, represent and warrant to the Buyer Parties as follows:
REPRESENTATIONS AND WARRANTIES OF THE BLOCKERS. 12 4.1 Organization 12 4.2 Authorization of Agreement 13 4.3 Conflicts; Consents of Third Parties 13 4.4 Units; Other Equity Interests 14 4.5 Capitalization 14 4.6 Conduct of Business 14 4.7 Employees 14 4.8 Tax Matters. 15 4.9 Legal Proceedings 16 4.10 Financial Advisors 16 4.11 No Liabilities 16 4.12 Limitations of Representations and Warranties 16
REPRESENTATIONS AND WARRANTIES OF THE BLOCKERS. Except as set forth on the Company Disclosure Schedule (and provided that disclosure in any section of such Company Disclosure Schedule shall be deemed disclosed with respect to any other Section of this Agreement (in addition to the Section referenced in such schedule) to the extent that it is reasonably apparent from the wording of such disclosure that such disclosure is applicable to such other Section), as of the date hereof, each of the GTGR Blocker, solely with respect to the GTCR Blocker, and the NCP Blocker, solely with respect to the NCP Blocker, severally and not jointly, represents and warrants to Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF THE BLOCKERS. 48 4.1. Capitalization. ...................................................................................................... 48 4.2. Organization and Authority ................................................................................. 49 4.3. No Activity........................................................................................................... 50 4.4. No Conflict........................................................................................................... 50
REPRESENTATIONS AND WARRANTIES OF THE BLOCKERS. Subject to such exceptions as are disclosed in the disclosure schedule delivered to Buyer on the date hereof by the Blockers (the “Blocker Disclosure Schedule”) corresponding to the applicable section and subsection or clause of this Article IV (or disclosed in any other section, subsection or clause of the Blocker Disclosure Schedule to the extent that it is reasonably apparent on the face of such disclosure that such disclosure is applicable to such other section), the Blockers hereby represent and warrant to Buyer as of the date of this Agreement, except to the extent that a representation, warranty or section of the Blocker Disclosure Schedule expressly states that such representation or warranty, or information in such section of the Blocker Disclosure Schedule, is made only as of another date, as follows:
REPRESENTATIONS AND WARRANTIES OF THE BLOCKERS. As an inducement to DFB Healthcare and Merger Sub to enter into this Agreement, each Blocker hereby represents and warrants to DFB Healthcare and Merger Sub, solely with respect to such Blocker and, in the event of the A Blocker, solely following the A Blocker Election Date and subject to any disclosure schedules provided by the A Blocker prior to the A Blocker Election Date, as follows:
REPRESENTATIONS AND WARRANTIES OF THE BLOCKERS. As an inducement to Buyer to enter into this Agreement, each Blocker, severally, as to itself, hereby represents and warrants that, except as set forth in the Company Disclosure Letter:
REPRESENTATIONS AND WARRANTIES OF THE BLOCKERS. Subject to Section 11.12, except as set forth in the Blocker Disclosure Schedule, each Blocker hereby represents and warrants to nCino, Parent and the Merger Subs, severally and not jointly, as of the date hereof and as of the Closing as though made on the Closing, except to the extent such representations and warranties expressly relate to another date (in which case as of such other date), as follows:
REPRESENTATIONS AND WARRANTIES OF THE BLOCKERS. As an inducement to Foresight and the Merger Corps to enter into this Agreement, each Blocker hereby represents and warrants (severally and not jointly and solely with respect to itself) to Foresight and the Merger Corps as follows:
REPRESENTATIONS AND WARRANTIES OF THE BLOCKERS. The (i) representations and warranties of each Blocker contained in Section 4.03 (Capitalization) shall be true and correct in all respects as of the Closing as though made at and as of the Closing and (ii) the representations and warranties of each Blocker contained in Section 4.01 (Organization), Section 4.02 (Authority Relative to This Agreement) and Section 4.09 (Brokers) shall be true and correct in all respects as of the Closing as though made on the Closing (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). All other representations and warranties of each Blocker contained 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 such Blocker.
