REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE MERGER SUB. Each of the Parent and the Merger Sub hereby represents and warrants to the Stockholder as follows:
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE MERGER SUB. The Parent and the Merger Sub, jointly and severally, represent and warrant to the Company that:
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE MERGER SUB. The Parent and the Merger-Sub represent and warrant to Xxxxxxxxxxxx.xxx as follows:
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE MERGER SUB. Except as set forth in the disclosure schedule delivered by the Parent to the Company at the time of execution of this Agreement (the “Parent Disclosure Schedule”), the Parent and the Merger Sub represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE MERGER SUB. The Parent and the Merger Sub, jointly and severally, represent and warrant to the Company that the statements contained in this Article IV are true and correct.
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE MERGER SUB. The Parent and the Merger Sub represent and warrant to the Target that the statements contained in this Section 4 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date.
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE MERGER SUB. The Parent and the Merger-Sub represent and warrant to Duck as follows:
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE MERGER SUB. Except as set forth in the disclosure schedule delivered by the Parent to the Company at the time of execution of this Agreement (the “Parent Disclosure Schedule”), the Parent and the Merger Sub represent and warrant to the Company as follows:
(a) Organization, Standing and Corporate Power. Each of the Parent, the Merger Sub and the other Parent Subsidiaries (as defined in Section 3.03(b)) is (or at Closing will be) duly organized, validly existing and in good standing under the laws of the State of Nevada, as is applicable, and has the requisite corporate power and authority to carry on its business as now being conducted. Each of the Parent, the Merger Sub and the other Parent Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate) would not have a material adverse effect with respect to the Parent.
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE MERGER SUB. Except (a) as disclosed in the Parent Disclosure Letter, with numbering corresponding to the numbering of this Section 3.2 (it being acknowledged and agreed that disclosure of any item in any Section or subsection of the Parent Disclosure Letter with respect to any Section or subsection of this Section 3.2 shall be deemed disclosed with respect to any other Section or subsection of this Section 3.2 to the extent the applicability of such disclosure is reasonably apparent (it being understood that to be so reasonably apparent it is not required that the other Sections be cross-referenced); provided that nothing in the Parent Disclosure Letter is intended to broaden the scope of any representation or warranty of the Parent or the Merger Sub made herein and no reference to or disclosure of any item or other matter in the Parent Disclosure Letter shall be construed as an admission or indication that (1) such item or other matter is material, (2) such item or other matter is required to be referred to in the Parent Disclosure Letter or (3) any breach or violation of applicable Laws or any Contract, agreement, arrangement or understanding to which the Parent, the Merger Sub or any of the Subsidiaries of the Parent is a party exists or has actually occurred), or (b) as disclosed in the Parent SEC Documents publicly available, filed with, or furnished to, as applicable, the SEC on or after January 1, 2014 and prior to the date of this Agreement (excluding any risk factor disclosures contained in such documents under the heading “Risk Factors” and any disclosure of risks or other matters included in any “forward-looking statements” disclaimer or other statements that are cautionary, predictive or forward-looking in nature, which in no event shall be deemed to be an exception to or disclosure for purposes of any representation or warranty set forth in this Section 3.2), the Parent Parties jointly and severally represent and warrant to the Company Parties as follows:
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE MERGER SUB. 3.1 SEC Filings; Financial Statements.......................... 16 3.2 Authority; Binding Nature of Agreement..................... 17 3.3
