REPRESENTATIONS AND WARRANTIES OF THE PARENT AND MERGER SUBS. 6.1 Corporate Organization and Qualification 47 6.2 Authority; Binding Agreement 47 6.3 Consents and Approvals; No Violation 47 6.4 Parent Shares 48 6.5 Litigation 48 6.6 Brokerage 48 6.7 SEC Reports 48 6.8 Merger Sub. 48 6.9 No Other Representations and Warranties. 48 6.10 Independent Investigation 49
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND MERGER SUBS. Each of the Parent and the Merger Subs jointly and severally, represents and warrants to LED Supply and the LED Supply Members (provided that no representation or warranty is made to any member of LED Supply other than the LED Supply Members) as of the Effective Date and as of the Closing Date that:
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND MERGER SUBS. Each of the Parent and the Merger Subs jointly and severally, represents and warrants to PURO and the PURO Members (provided that no representation or warranty is made to any member of PURO other than the PURO Members) as of the Effective Date and as of the Closing Date that:
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND MERGER SUBS. Except as set forth in (a) all Parent SEC Documents filed by Parent with the SEC on its Electronic Data Gathering, Analysis and Retrieval system under the Exchange Act or the Securities Act since January 1, 2014 and on or prior to the date of this Agreement, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein (but excluding any disclosure contained in any such Parent SEC Documents under the heading “Risk Factors” or “
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND MERGER SUBS. Except as set forth in (a) all Parent SEC Documents filed by Parent with the SEC on its Electronic Data Gathering, Analysis and Retrieval system under the Exchange Act or the Securities Act since January 1, 2014 and on or prior to the date of this Agreement, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein (but excluding any disclosure contained in any such Parent SEC Documents under the heading “Risk Factors” or “Cautionary Note Regarding Forward-Looking Statements” or similar heading (other than any historical factual information contained within such headings, disclosure or statements)) or (b) the Parent Disclosure Schedule prior to the execution of this Agreement (provided that (i) disclosure in any section of such Parent Disclosure Schedule is deemed to be disclosed with respect to any other section of this Agreement to the extent that it is reasonably apparent on the face of the Parent Disclosure Schedule that such disclosure is applicable to such other section notwithstanding the omission of a reference or cross reference thereto and (ii) the mere inclusion of an item in such Parent Disclosure Schedule as an exception to a representation or warranty is not deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect), Parent and the Merger Subs represent and warrant to the Partnership as follows:
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND MERGER SUBS. Except as set forth in (i) the disclosure schedules delivered by the Parent to the Company on the date hereof (the “Parent Disclosure Schedules”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer or (ii) the SEC Reports that are available on the SEC’s website through XXXXX prior to the date hereof (other than disclosures in the “Risk Factors” or “Forward Looking Statements” sections of any SEC Reports or any other similar disclosure in any SEC Reports to the extent that such disclosure is predictive or forward-looking in nature), the Parent and Merger Sub represents and warrants to the Company, as of the date hereof and as of the Closing, as follows:
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND MERGER SUBS. The Parent and the Merger Subs, jointly and severally, represent and warrant to the Company and the Securityholders as follows:
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND MERGER SUBS. Except (a) as set forth in any Parent SEC Report (including all exhibits and schedules thereto and documents incorporated by reference therein) filed by the Parent with the SEC and other publicly available documents furnished on or after December 31, 2022 and prior to the date hereof (excluding, in each case, any disclosures set forth in any risk factor section or in any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature, other than, in each of the foregoing, any historical facts included therein), or (b) as set forth in the Parent Disclosure Schedule, each of the Parent, Merger Sub and Second Merger Sub represent and warrants to the Company and Newtek as follows as of the date hereof and as of the Closing Date (except for those representations and warranties made as of a specific date, which shall be made only as of such date):
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND MERGER SUBS
