REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES. The Buyer Parties, jointly and severally, represent, warrant and covenant to the Seller Parties as follows:
REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES. Except as set forth in the disclosure letter delivered by the Buyer Parties on the date hereof (the “Parent Disclosure Letter”), the Buyer Parties hereby represent and warrant to the Company as follows:
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 PARTIES. The Buyer Parties hereby represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES. Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES. Except as set forth in the Parent Disclosure Schedule or the Parent SEC Reports filed at least one (1) Business Day prior to the date hereof (excluding disclosure contained in the “risk factors” section or constituting “forward-looking statements,” in each case, to the extent such disclosure is cautionary, predictive or speculative in nature), Parent and MergerCo hereby jointly and severally represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES. Parent, on behalf of the Buyer Parties, hereby (a) represents and warrants to the Company Parties as of the date hereof and (b) shall represent and warrant to the Company Parties as of the Closing Date (or, in each case, if made as of a specific date, as of such date), as follows:
REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES. Section 5.01 Organization and Qualification; Authority 32 Section 5.02 Ownership of MergerCo; No Prior Activities 33 Section 5.03 Authority Relative to this Agreement; Validity and Effect of Agreements 33 Section 5.04 No Conflict; Required Filings and Consents 33 Section 5.05 Information Supplied 34 Section 5.06 Absence of Litigation 34 Section 5.07 Availability of Funds 35 Section 5.08 No Ownership of Company Capital Stock 35 Section 5.09 Other Agreements or Understandings 35 Section 5.10 Brokers 35 Section 5.11 Interest in Competitors 35 Section 5.12 No Additional Representations or Warranties 35 ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES. The Buyer Parties hereby (a) jointly and severally represent and warrant to the Company Parties as of the date hereof and (b) shall jointly and severally represent and warrant to the Company Parties as of the Closing Date (or, in each case, if made as of a specific date, as of such date), as follows:
REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES. 24 Section 5.01 Organization, Power and Authority of the Buyer Parties 24 Section 5.02 Noncontravention; Consents 25 Section 5.03 Governmental Authorizations and Consents 25 Section 5.04 Absence of Restraints; Compliance with Laws 25 Section 5.05 Securities Matters 25 Section 5.06 Financial Ability 26 Section 5.07 Brokers 26 Section 5.08 No Other Representations or Warranties 26 ARTICLE VI ADDITIONAL AGREEMENTS 26 Section 6.01 Conduct of Business Before the Second Closing 26 Section 6.02 Access to Information 29 Section 6.03 Confidentiality 29 Section 6.04 Regulatory and Other Authorizations 30 Section 6.05 Intercompany Obligations 32 Section 6.06 Cooperation 32 Section 6.07 No Solicitation of Alternative Transactions 32 Section 6.08 Notice of Changes 32 Section 6.09 Financing Cooperation 33 Section 6.10 Proceeds of IRT Equity Offering 33 Section 6.11 Shared Services Agreement 33 ARTICLE VII POST-SECOND CLOSING COVENANTS 34 Section 7.01 Access 34 Section 7.02 Preservation of Original Books and Records 35 Section 7.03 Non-Solicitation 35 Section 7.04 Further Assurances 35 ARTICLE VIII EMPLOYEE MATTERS 36 Section 8.01 Employee Matters 36 ARTICLE IX TAX MATTERS 38 Section 9.01 Preparation and Filing of Tax Returns by the Seller Parties 38 Section 9.02 Preparation and Filing of Tax Returns by the Buyer Parties 39 Section 9.03 Straddle Periods 40 Section 9.04 Tax Proceedings 40 Section 9.05 Refunds 41 Section 9.06 Transfer Taxes 42 Section 9.07 Tax Sharing Agreements 42 Section 9.08 Tax Cooperation 42 Section 9.09 Sale as of the Effective Time 43 Section 9.10 Agreed Tax Treatment; Purchase Price Allocation 43 Section 9.11 Treatment of Certain Payments 44 ARTICLE X CONDITIONS TO FIRST CLOSING AND SECOND CLOSING 44 Section 10.01 Conditions to Obligations of All Parties – First Closing and Second Closing 44 Section 10.02 Conditions to Obligations of the Seller Parties – First Closing 45 Section 10.03 Conditions to Obligations of the Buyer Parties – First Closing 45 Section 10.04 Conditions to Obligations of the Seller Parties - Second Closing 46 Section 10.05 Conditions to Obligations of the Buyer Parties-Second Closing 46 ARTICLE XI TERMINATION 47 Section 11.01 Termination 47 Section 11.02 Notice of Termination 48 Section 11.03 Effect of Termination; Break Up Fee 48 ARTICLE XII INDEMNIFICATION 49 Section 12.01 Survival 49 Section 12.02 Indemnification by the Seller Parties 49 Section 12.03 Indemnification by the Buyer Parties 51 Section 12.04 Notification of Clai...
