REPRESENTATIONS AND WARRANTIES OF THE BUYER AND NEWCO. The Buyer and Newco represent and warrant (jointly and severally) to the Seller as follows:
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND NEWCO. The Buyer and Newco represent and warrant to the Sellers that the statements contained in this Section 3(b) 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 though the Closing Date were substituted for the date of this Agreement throughout this Section 3(b)), except as set forth in Annex III attached hereto.
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND NEWCO. All representations and warranties made by the Buyer and Newco in this Agreement shall be true and correct in all material respects on and as of the Closing Date as if again made by the Buyer and Newco on and as of such date, except for any warranties made with reference to a specific date, which shall be true and correct as of such specific date.
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND NEWCO. The Buyer and NewCo hereby represent and warrant to the Company that:
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND NEWCO. The Buyer and NewCo represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND NEWCO. 4.1 Corporate Status 20 4.2 Authorization; Vote Required 20 4.3 Binding Agreement 20 4.4 Compliance with Instruments and Law 20 4.5 Consents 21 4.6 Litigation 21 4.7 CFTC, Regulatory Matters 21 4.8 Financial Statements 21 4.9 Absence of Changes 22 4.10 Licenses and Permits 22 4.11 Proxy Materials 22 4.12 “Material”; “Materially” 22 5.1 No Solicitation 22 5.2 Conduct of Business Prior to Closing 22 5.3 No Publicity 24 5.4 Notification of Changes 24 5.5 Access to Information; Cooperation in Developing Consolidation Plan 24 5.6 Officers’ and Directors’ Indemnification, Insurance 25 5.7 Best Efforts 25 5.8 Headquarters; Floor Reconfiguration 26 5.9 COMEX Members 26 5.10 Severance Plans for Company Employees 26 5.11 Other Benefit Arrangements of Company Employees 26 5.12 Crediting Service of Company Employees 27 5.13 Second Stage Merger 27 5.14 Distribution of Proxy Materials 28 5.15 Opinion of Company Financial Advisor 28 5.16 Equity Interests in the COMEX Division of the Buyer 28 5.17 NYMEX ACCESSSM 28 5.18 Clearing and Trade Processing Matters 28 5.19 Mergers, Sale of Assets, etc. 28 5.20 CEC Price Structure 29 5.21 Amendments to By-Laws and Rules 29 5.22 Trading Privileges in NYMEX Division Contracts 29 5.23 Competing Contracts 29 5.24 Board of Directors of the Buyer and the Initial Surviving Corporation 29
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND NEWCO. The Buyer and Newco represent and warrant to the Sellers that the statements contained in this Section 3(b) 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 though the Closing Date were substituted for the date of this Agreement throughout this Section 3(b)), except as set forth in Annex IV attached hereto. Annex IV may be updated one or more times prior to the Closing Date. Any updated Disclosure Schedule shall be delivered at or before the Closing. In the event any such updated Annex IV indicates a material adverse change from information previously provided to the Sellers, Sellers shall be entitled to terminate this Agreement (without any liability whatsoever to NMP or Sellers) by written notice delivered to Buyer following receipt of such updated Annex IV. Nothing in Annex IV shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless Annex IV identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail as the context requires. For purposes hereof, the definition of "Material" in Section 4 shall be utilized with respect to the use of Material in this Section 3 (but with all references to NMP deemed to be references to the Buyer).
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND NEWCO. 20 4.1 Organization . . . . . . . . . . . . . . . . . . . . . . . . . 20 4.2
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND NEWCO. Organization of the Buyer; Authority; Due Execution 30 Section 7.2 Organization of Newco; Authority; Due Execution 30 Section 7.3 Governmental Filings; No Violation 31 Section 7.4 Litigation 31 Section 7.5 Compliance with Law 31 Section 7.6 Brokers and Finders 31 Section 7.7 Sufficiency of Resources 31 Section 8.1 Conduct of Business Prior to the Closing Date 32 Section 8.2 Commercially Reasonable Efforts 34 Section 8.3 Expenses and Fees 34
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND NEWCO. Except as set forth in the Buyer’s disclosure schedule delivered by the Buyer to the Company on or prior to the date hereof in connection with this Agreement (the “Buyer Disclosure Schedule”) and in the Buyer SEC Reports (to the extent the qualifying nature of such disclosure is readily apparent to the Buyer from the content of such Buyer SEC Reports, but excluding disclosures referred to in “Forward-Looking Statements,” “Risk Factors” and any other disclosures therein to the extent they are of a predictive or cautionary nature or related to forward-looking statements), the Buyer hereby represents and warrants to the Company and the Sellers as follows:
