REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE FOUNDERS. Except as set forth in the Company Disclosure Schedule (it being understood and hereby agreed that the disclosure set forth in a specific section or subsection of the Company Disclosure Schedule shall qualify the representations and warranties set forth in the corresponding section and subsection of this ARTICLE 3 and any other representations and warranties set forth in any other sections or subsections of this ARTICLE 3 (whether or not a specific cross-reference is included therein) if and to the extent that it is reasonably apparent on the face of such disclosure that such disclosure applies to such other sections or subsections), the Company and each of the Founders hereby represents and warrants, severally and not jointly, to Parent and Merger Sub as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE FOUNDERS. (a) Each of the Company and the Founders hereby represents and warrants as follows:
(i) Each of the Company and its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has full corporate power and authority to own or lease its properties and conduct its business as described in the Registration Statement and the Prospectus and as being conducted, and is duly qualified as a foreign corporation and in good standing in all jurisdictions in which the character of the property owned or leased or the nature of the business transacted by it makes qualification necessary, except where the failure to be so qualified would not have, either individually or in the aggregate, a material adverse effect on the business, properties, financial condition or results of operations of the Company and its subsidiaries, taken as a whole (herein called a "Material Adverse Effect").
(iii) All of the outstanding capital stock of each subsidiary of the Company is owned, directly or indirectly, by the Company, free and clear of any security interest, claim, lien, limitation on voting rights or encumbrance; and all such securities have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive or similar rights.
(iv) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not occurred any Material Adverse Effect, in the business, properties, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, other than as set forth in the Registration Statement and the Prospectus, and since such dates, except in the ordinary course of business, neither the Company nor any of its subsidiaries has entered into any material transaction not referred to in the Registration Statement and the Prospectus.
(v) The Registration Statement and the Prospectus comply, and on the Closing Date (as hereinafter defined) and the Option Closing Date (as hereinafter defined), as the case may be, the Prospectus will comply, in all material respects, with the provisions of the Securities Act and the rules and regulations of the Commission thereunder; on the Effective Date, the Registration Statement did not contain any untrue statement of a material fact and did not omit ...
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE FOUNDERS. For the purpose of inducing the Investors to purchase the Shares and the Warrants, the Company and each Founder represents and warrants to each Investor that, except as otherwise set forth in the Disclosure Schedule attached hereto as Schedule 2 (the "Disclosure Schedule") by means of an explicit reference to the particular representation or warranty as to which exception is taken, which in each case shall constitute the sole representation and warranty as to which such exception shall apply:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE FOUNDERS. CORPORATE EXISTENCE AND POWER AUTHORISATION, NO CONTRAVENTION
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE FOUNDERS. The Company and each of the Founders hereby represents and warrants to the Purchaser that, except as set forth in the Company's Schedule of Exceptions to Representations and Warranties attached hereto as Schedule 2 (the "Disclosure Schedule"):
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE FOUNDERS. The Company and each Founder jointly and severally represent and warrant to the Parent and Acquisition Sub, subject to the exceptions disclosed in the disclosure schedule supplied by the Company and the Founders and attached hereto (the "Disclosure Schedule"), as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE FOUNDERS. As a material inducement and condition to the Investors entering into this Agreement and consummation of the transactions contemplated hereby, the Company and the Founders (only with regard to Sections 3.4 and 3.5 below) jointly and severally represent, warrant and undertake to the Investors, except as set forth on a Schedule of Exceptions attached hereto as Schedule 3 (the “Schedule of Exceptions”), which exceptions shall be deemed to be representations and warranties as if made hereunder, that as of the date hereof and as of the Initial Closing:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE FOUNDERS. (i) Subject to those exceptions and disclosures set forth in the Company Schedule, the Company and each Founder, jointly and severally, hereby makes the representations and warranties to Heartland and Newco set forth in this Section . The Company Schedule shall make explicit reference to the whole section (i.e., or ) of this Section as to which exception is taken and disclosure made, which in each case shall constitute the sole section of this Section as to which such exception or such disclosure shall apply and shall include only those items which are set forth or incorporated by reference therein when this Agreement is executed or in any bringdown supplements to the Company Schedule delivered at the Closing that Heartland and Newco accept as an exception or disclosure to the Company's representations and warranties pursuant hereto by consummation of the Closing; provided that, notwithstanding the text of this Section to the contrary, to the extent any disclosure requires the production of copies of Contracts to Heartland and Newco which are already in the possession of Heartland and Newco, the Company and the Founders shall only be required to identify the Contract with sufficient specificity on the Company Schedule in order to comply with the Company's and the Founders' obligations hereunder.
(ii) No fact or circumstance disclosed to Heartland and Newco shall constitute an exception to the following representations and warranties unless such fact or circumstance is set forth in the Company Schedule as an exception to the representations and warranties in this Section or has otherwise previously been disclosed to Heartland and Newco in writing.
(iii) For purposes of this Section , "to the best of the Company's or Founder's knowledge" or variations thereof (except where actual knowledge is indicated) when used herein shall mean to the best knowledge of each of the Founders and the other officers and directors of the Company and, when used in this context, shall mean as to the facts or circumstances represented: (a) actual knowledge of the Founders and the other officers and directors of the Company; and (b) knowledge that the Founders or any other officer or inside director should have obtained from examining such books and records which such officer or director would be expected to examine, including, without limitation, the Company corporate minute books and stock ledgers, the financial statements described in Section hereof and all material contracts t...
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE FOUNDERS. The Company and each of the Founders, jointly and severally, represent and warrant to Parent as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE FOUNDERS. The Company and each of the Founders, severally and not jointly, hereby represent and warrant to Parent and Sub, subject to such exceptions as are specifically disclosed in the Disclosure Schedule (each of which disclosures shall reference the appropriate section and, if applicable, subsection, of this Article III to which it relates and each of which disclosures shall be deemed to be incorporated by reference into the representations and warranties made in this Article III) delivered by the Company to Parent FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions. concurrently with the execution of this Agreement and dated as of the date hereof (the “Disclosure Schedule”), on the date hereof and as of the Effective Time, as though made at the Effective Time, as follows:
