Representations and Warranties of the Buyer Group. Buyer represents and warrants to the Sellers as of the date hereof, as follows:
Representations and Warranties of the Buyer Group. The Buyer Group, jointly and severally, represents and warrants, to and for the benefit of Seller Indemnitees, as follows:
Representations and Warranties of the Buyer Group. The Buyer Group represents and warrants to the Seller Group, as of the date of this Agreement, as follows:
Representations and Warranties of the Buyer Group. Buyer and Merger Sub represent and warrant to the Company as follows, with each such representation and warranty subject to such exceptions, if any, as are set forth in (x) the disclosure schedule of Buyer (the “Buyer Disclosure Schedule”) or (y) the (i) annual report of Buyer on Form 10-K for the year ended December 31, 2020 and (ii) quarterly reports of Buyer on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021. Disclosures in any section or paragraph of the Buyer Disclosure Schedule are made generally and shall not only address the corresponding Section or subsection of this Agreement, but also other Sections or subsections of this Agreement to the extent that it is reasonably apparent on the face of such disclosure that such disclosure is applicable to such other Sections or subsections.
Representations and Warranties of the Buyer Group. In order to induce the Company and each of the Sellers to enter into this Agreement, the Buyer hereby represents and warrants to the Company and Sellers as follows:
Representations and Warranties of the Buyer Group. SECTION 4.1 Corporate Organization and Authority.............................34 SECTION 4.2 Consents and Approvals; No Violations............................35 SECTION 4.3 Legal Proceedings, etc...........................................36 SECTION 4.4
Representations and Warranties of the Buyer Group. Each member of the Buyer Group jointly and severally represents and warrants to the Shareholders as follows:
Representations and Warranties of the Buyer Group. Section 4.01 Each Holder, jointly and severally, represents and warrants to Guanzan that the statements contained in this Article IV are true and correct as of the date hereof.
Representations and Warranties of the Buyer Group. The Parent and the Buyer, jointly and severally, represent and warrant to the Shareholders and the Seller as follows:
Representations and Warranties of the Buyer Group. 46 Section 5.1 Organization; Authority; Enforceability 46 Section 5.2 Capitalization 46 Section 5.3 Brokerage 48 Section 5.4 Trust Account 48 Section 5.5 Parent SEC Documents; Controls 49 Section 5.6 Information Supplied; Proxy Statement 49 Section 5.7 Litigation 49 Section 5.8 Solvency 49 Section 5.9 Listing 49 Section 5.10 Investment Company 49 Section 5.11 Tax Matters 50 Section 5.12 Noncontravention 52 Section 5.13 Business Activities 52 Section 5.14 Investment Intent 52 Section 5.15 Financing 52 ARTICLE VI ADDITIONAL AGREEMENTS 53 Section 6.1 Interim Covenants 53 Section 6.2 Antitrust Laws 59 Section 6.3 R&W Insurance Policy 60 Section 6.4 Survival Periods 61 Section 6.5 General Indemnification 61 Section 6.6 Certain Tax Matters 64 Section 6.7 Press Release; SEC Filings 67 Section 6.8 Expenses 69 Section 6.9 Further Assurance 69 Section 6.10 Release 69 Section 6.11 Directors and Officers 70 Section 6.12 Access to Books and Records 71 Section 6.13 Insurance 72 Section 6.14 Employee Matters 72 Section 6.15 Investigation by Parent; No Other Representations; Non-Reliance of Parent 73 Section 6.16 No Recourse 74 Section 6.17 Financing. 74 Section 6.18 Termination of Affiliate Obligations 77 Section 6.19 Confidentiality 77 Section 6.20 Name Change 78 Section 6.21 280G 78 Section 6.22 Post-Closing Reorganization 79 ARTICLE VII TERMINATION 79 Section 7.1 Termination 79 Section 7.2 Effect of Termination 80 ARTICLE VIII MISCELLANEOUS 80 Section 8.1 Amendment and Waiver 80 Section 8.2 Notices 80 Section 8.3 Assignment 81 Section 8.4 Severability 82 Section 8.5 Interpretation 82 Section 8.6 Entire Agreement 83 Section 8.7 Counterparts; Electronic Delivery 83 Section 8.8 Governing Law; Waiver of Jury Trial; Jurisdiction 83 Section 8.9 Trust Account Waiver 84 Section 8.10 Specific Performance 84 Section 8.11 No Third-Party Beneficiaries 84 Section 8.12 Legal Representation 84 Section 8.13 Schedules 85 Section 8.14 No Recourse to Financing Sources 85
