REPRESENTATIONS AND WARRANTIES OF THE PURCHASER PARTIES. The Purchaser Parties jointly and severally represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER PARTIES. Except (i) as set forth in Parent’s Form 10-K for the fiscal year ended December 31, 2006 (except for the forward looking statements contained in the Management Discussion and Analysis, the forward-looking statements therein contained in the forward-looking statement disclaimer and the risk factors thereof), (ii) as expressly and specifically disclosed in any Parent SEC Reports filed or furnished since the date of filing of such Form 10-K and prior to the date hereof (except, in each case, for the forward-looking statements therein contained in the forward-looking statement disclaimer and the risk factors thereof, as applicable) (items (i) and (ii) collectively being referred to herein as the “Covered Parent SEC Disclosure”) or (iii) in the disclosure schedules delivered at or prior to the execution hereof to the Company (the “Parent Disclosure Schedule”), which schedule shall identify any exceptions to the representations, warranties and covenants contained in this Agreement (with specific reference to the particular Section or subsection to which such information relates; provided that an item disclosed in any Section or subsection shall be deemed to have been disclosed for each other Section or subsection of this Agreement to the extent the relevance is readily apparent on the face of such disclosure), each of the Purchaser Parties, jointly and severally, hereby represents and warrants to the Company and the Operating Partnership as follows:
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER PARTIES. Except as set forth in the Schedules to this Article V, the Purchaser Parties, jointly and severally, hereby represent and warrant to the Sellers as of the date hereof and as of the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER PARTIES. Except as set forth in (i) the disclosure schedules delivered by the Purchaser to the Company on the date hereof (the “Purchaser 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, each of the Purchaser Parties represent and warrant to the Company, as of the date hereof and as of the Closing, as follows:
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER PARTIES. As an inducement to Target to enter into this Agreement, each Purchaser Party hereby jointly and severally represents and warrants to Target as follows:
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER PARTIES. Except as set forth in the disclosure letter, dated as of the date hereof and delivered to the Company in connection with the execution and delivery of this Agreement (the “Parent Disclosure Letter”), each Purchaser Party represents and warrants to the Company and the Operating Partnership as follows:
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER PARTIES. Holdings and Purchaser each (a “Purchaser Party”) hereby jointly and severally represent and warrant to the Shareholders as follows:
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER PARTIES. Each Purchaser Party represents and warrants to the Seller Parties as follows: 3.1
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER PARTIES. 3.1 Representations and Warranties of Agnico Eagle 24 3.2 Representations and Warranties of Yamana 24 3.3 Investigation 24 3.4 Survival of Representations and Warranties 24
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER PARTIES. 34 SECTION 4.1. Organization, Standing and Power........................................34 SECTION 4.2. Authority; No Violations; Consents and Approvals........................34 SECTION 4.3. Available Funds.........................................................35 SECTION 4.4. Brokers.................................................................35 ARTICLE V ADDITIONAL AGREEMENTS.....................................................36 SECTION 5.1. Conduct of Business by Target Prior to the Closing......................36 SECTION 5.2. Tax Related Covenants...................................................40 SECTION 5.3. Access to Information; Confidentiality..................................41 SECTION 5.4. Reasonable Efforts; Notification........................................42 SECTION 5.5. Tax Returns.............................................................43 SECTION 5.6. Section 754 or Other Elections..........................................43 SECTION 5.7. Employee Arrangements...................................................43 SECTION 5.8. No Solicitation of Acquisition Proposals................................45 SECTION 5.9. Public Announcements....................................................46 SECTION 5.10. Agreements Regarding the Disposal of Properties.........................46 SECTION 5.11. Indemnification; Directors' and Officers' Insurance.....................47 SECTION 5.12. Shareholders' Meeting...................................................49 SECTION 5.13. Voting Trust............................................................50 SECTION 5.14. Funding of Purchase Price...............................................50 SECTION 5.15. Officers and Directors..................................................50 SECTION 5.16. Urban Retail Properties.................................................50
