REPRESENTATIONS AND WARRANTIES OF THE HOLDING COMPANY. The Holding Company represents and warrants to the Shareholders, as of the date of this Agreement, as follows:
REPRESENTATIONS AND WARRANTIES OF THE HOLDING COMPANY. The Holding Company represents and warrants to Subscriber as set forth below, except to the extent (i) set forth in the disclosure schedules attached hereto, or (ii) disclosed in the Company 2010 SEC Filings filed with (or furnished to) the SEC at least two Business Days prior to the date of this Subscription Agreement, and publicly available as of the date of this Subscription Agreement (excluding any cautionary, predictive or forward-looking statements set forth in any section of such Company 2010 SEC Filings, including any section entitled “Risk Factors” or “Cautionary Note Regarding Forward-Looking Statements”) (the “Available Company SEC Documents”). Each exception set forth in a disclosure schedule is to be taken as relating to the representations and warranties of the Holding Company as a whole, notwithstanding the fact that the disclosure schedules are arranged by sections corresponding to the sections in this Subscription Agreement or that a particular section of this Subscription Agreement makes reference to a specific section of the disclosure schedules and notwithstanding that a particular representation and warranty may not make a reference to the disclosure schedules.
REPRESENTATIONS AND WARRANTIES OF THE HOLDING COMPANY. .. 47 Section 9.1
REPRESENTATIONS AND WARRANTIES OF THE HOLDING COMPANY. To induce each of the other parties to enter into this Agreement and to consummate the transactions contemplated hereby, and subject to the exceptions set forth in the Holding Company Disclosure Letter, the Holding Company represents and warrants to ITS PLC, Aero and the Aero Holders that all of the following representations and warranties are as of the date of this Agreement and will be as of the Closing Date and immediately before the Effective Time true and correct:
REPRESENTATIONS AND WARRANTIES OF THE HOLDING COMPANY. The Holding Company represents and warrants that it is not an investment company within the meaning of Section 351(e) of the Code and Treasury regulations promulgated thereunder and that it has no current plan or intention to dispose of any of the assets contributed to it by the Contributing Stockholders and the IPO Public Stockholders and intends to cause the Asian Entities to carry on their active trade or businesses. No liabilities will be assumed by the Holding Company as part of the Contribution or IPO.
REPRESENTATIONS AND WARRANTIES OF THE HOLDING COMPANY. To induce each of the Predecessor Companies to enter into this Agreement and to consummate the transactions contemplated hereby, the Holding Company represents and warrants to each of the Predecessor Companies as follows: SECTION 15.1
REPRESENTATIONS AND WARRANTIES OF THE HOLDING COMPANY. The ----------------------------------------------------- Holding Company represents and warrants as follows:
REPRESENTATIONS AND WARRANTIES OF THE HOLDING COMPANY. Except as otherwise specifically described herein or as "Previously Disclosed" (as defined in Paragraph 10.01. below) to Mecklenburg, the Holding Company hereby makes the following representations and warranties to Mecklenburg.
REPRESENTATIONS AND WARRANTIES OF THE HOLDING COMPANY. The Holding Company represents and warrants to Buyer that the statements contained in this Article III are correct and complete as of the date of this Agreement, except as set forth in the disclosure schedule delivered by the Holding Company to Buyer on the date of this Agreement (the “Disclosure Schedule”). The Disclosure Schedule will be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article III, and the disclosure in any such numbered and lettered Section of the Disclosure Schedule shall qualify the corresponding numbered and lettered paragraphs in this Article III, and any other paragraph to the extent the relevance of such disclosure is reasonably apparent on its face.
REPRESENTATIONS AND WARRANTIES OF THE HOLDING COMPANY. The Holding Company represents and warrants to Buyer that the statements contained in this Article V are (i) correct and complete as of the date of this Agreement or (ii) to the extent made as of or with respect to a specific date, correct and complete as of such date, except, in each case, as set forth in the Disclosure Schedule. The Disclosure Schedule will be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article V, and the disclosure in any such numbered and lettered Section of the Disclosure Schedule shall qualify the corresponding numbered and lettered paragraphs in this Article V, and any other paragraph to the extent the relevance of such disclosure is reasonably apparent on its face.
