REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL. The Principal represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL. Stockholders As a material inducement to Acquiror and Newco to execute this Agreement and consummate the Merger and other transactions contemplated hereby, the Principal Stockholders hereby jointly and severally make the following representations and warranties to Acquiror and Newco. The representations and warranties are true and correct in all material respects at this date, and will be true and correct in all material respects on the Closing as though made on and as of such date.
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL. The Principal makes the representations and warranties set out in this Clause 8 to the Fiduciary.
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL. The Principal in its individual capacity and as a Guarantor represents and warrants as follows:
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL. 3.1. The Principal hereby represents and warrants to the Agent that after having reviewed this Agreement for the purposes of their permissibility under Xxxxx’ah and, to the extent it has considered this necessary, taken independent advice from advisors specializing in Xxxxx'ah, it is satisfied that the provisions of each Product Document do not contravene Xxxxx'ah.
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL. The Principal represents and warrants for the benefit of Macquarie that:
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL. SHAREHOLDERS AND THE COMPANY 14 3.1 Corporate Existence and Power 14 3.2 Corporate Authorization 14 3.3 Charter Documents; Legality 15 3.4 Subsidiaries 15 3.5 Capitalization and Ownership 15 3.6 Affiliates 15 3.7 Assumed Names 16 3.8 Governmental Authorization 16 3.9 Consents 16 3.10 Financial Statements. 16 3.11 Accounts Receivable 17 3.12 Books and Records. 17 3.13 Absence of Certain Changes. 18 3.14 Real Property. 20 3.15 Tangible Personal Property. 20 3.16 Intellectual Property. 21 3.17 Export Restrictions. 22 3.18 Relationships With Customers, Suppliers, Etc. 22 3.19 Litigation 23 3.20 Contracts. 23 3.21 Licenses and Permits 24 3.22 Compliance with Laws 24 3.23 Pre-payments 25 3.24 Employees 25 3.25 Compliance with Federal, State and Municipal Labor and Employment Laws and Ordinances and Collective Bargaining Agreements 25 3.26 Employee Benefits 25 3.27 Employment Matters 27 3.28 Tax Matters 27
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL. SHAREHOLDERS 11 2.1 Authorization of Transaction; Binding Agreement. 11 2.2 Noncontravention. 11 2.3 Ownership of Shares. 12 2.4 Consents 12 2.5 Litigation. 12 2.6 Brokers. 12 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY 12 3.1 Organization, Qualification and Corporate Power 12 3.2 Authorization of Transaction 13 3.3 No Conflicts; Consents. 13 3.4 Corporate Records; Directors and Officers. 13
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL. SELLERS AS TO THE COMPANY 6 5.1 Ownership Interests of the Company 7 5.2 Company Entities 7 5.3 Organization; Authority; No Approvals; No Conflict; No Consent 7 5.4 Company Accounts 9 5.5 Financial Statements 9 5.6 Absence of Changes; No Undisclosed Liabilities 10 5.7 Taxes 10 5.8 Title; Properties 12 5.9 Insurance 12 5.10 Licenses, Permits and Authorizations 12 5.11 Material Agreements 12 5.12 Litigation; Decrees 15 5.13 Benefit Plans 15 5.14 Derivative Products 16 5.15 Corporate Records; Copies of Documents 17 5.16 Transactions with Interested Persons 17 5.17 Intellectual Property 18 5.18 Brokers 18 5.19 Disclosure 18 TABLE OF CONTENTS (continued) Page ARTICLE VB REPRESENTATIONS AND WARRANTIES OF PRINCIPAL SELLERS AS TO THE INVESTMENT ADVISORY BUSINESS 18 5B.1 Regulatory Reports, Registrations and Agreements 18 5B.2 Company Funds 21 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF PURCHASER 25 6.1 Organization; Authority; No Approvals; No Conflict; No Consent; Authoizations 25 6.2 Broker 27 6.3 Equity Interests 27 6.5 Securities Representations 28 6.6 Taxes 28 6.7 Licenses, Permits and Authorizations 28 6.8 Disclosure 29 ARTICLE VII COVENANTS 29 7.1 Public Announcements 29 7.2 Further Assurances 30 7.3 Consents 30 7.4 Purchaser Access; Confidentiality 31 7.5 No Solicitation of Alternative Transactions 31 7.6 Noncompetition 32 7.7 Conduct of Business Pending the Closing Date 35 7.8 Principal Sellers’ Actions After the Closing Date 37 7.9 Purchaser’s Actions After the Closing Date 37 7.10 Additional Investment Right 37 7.11 Purchaser’s Registrations, Licenses and Qualifications 38 7.12 Affiliated Management Company 38 7.13 CAM as QPAM 38 7.14 UCITS Funds 38 7.15 Notification 39 ARTICLE VIII CONDITIONS TO THE CLOSING 39 8.1 Conditions to Obligations of Each Party 39 8.2 Additional Conditions to the Obligations of the Purchaser 40 8.3 Additional Conditions to the Obligations of the Company and the Sellers 41 ARTICLE IX TAX MATTERS 42 9.1 Responsibility for Filing Tax Return 42 9.2 Tax Apportionment 42 9.3 Cooperation; Audits 43 9.4 Seller Proceeds Adjustment 44 9.5 Section 754 Election 44 9.6 Transfer Taxes 44 TABLE OF CONTENTS (continued) Page 9.7 Termination of Tax Sharing Agreements 44 9.8 Allocation of Purchaser Price 44 ARTICLE X INDEMNIFICATION 45 10.1 Indemnification by the Sellers 45 10.2 Indemnification by Purchaser 46 10.3 Indemnification Procedures 47 10.4 General 48 ARTICLE XI TERMINATION 50 11.1 Grounds for Termination 50 11.2 Effect of Termination ...
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL. Stockholders. Each of the Principal Stockholders severally and not jointly represents and warrants to APAC and Newco that the statements contained in this Section 4(b) are correct and complete as to himself or itself (and, with respect to the first sentence of Section 4(b)(iv) below only, generally) as of the date of this Agreement and will be correct and complete as to himself or itself (and, with respect to the first sentence of Section 4(b)(iv) below only, generally) as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 4(b)), except as set forth in the Disclosure Schedule. The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 4(b).
