REPRESENTATIONS AND WARRANTIES OF THE SELLING MEMBERS. Each Selling Member, severally and not jointly, hereby represents and warrants to Purchaser that:
REPRESENTATIONS AND WARRANTIES OF THE SELLING MEMBERS. The Selling Members, each individually, make the following representations and warranties.
REPRESENTATIONS AND WARRANTIES OF THE SELLING MEMBERS. The Selling Members represent and warrant to Purchaser that the statements contained in this Article III are true and correct as of the date of this Agreement, and will be true and correct as of the Closing Date (as though made then and as though such Closing Date was substituted for the date of this Agreement throughout this Article III). The Selling Members have delivered a Disclosure Schedule (including exhibits thereto) to Purchaser setting forth certain information, the disclosure of which is required or appropriate in relation to any or all of the following representations and warranties.
REPRESENTATIONS AND WARRANTIES OF THE SELLING MEMBERS. Each Selling Member hereby severally and not jointly represents and warrants, as of the date of this Agreement and as of the Closing Date, to Buyer as follows with respect only to itself or himself and the Units indicated on Exhibit A as being owned by such Selling Member:
REPRESENTATIONS AND WARRANTIES OF THE SELLING MEMBERS. As of the Agreement Date, each of the Selling Members represents and warrants, with respect to its interests in the Company, severally and not jointly, to and in favour of each of BC Co and NewCo as follows, and each acknowledges that BC Co and NewCo are relying upon such representations and warranties in connection with the completion of the transactions contemplated herein:
(a) The Selling Member is the beneficial and registered holder of the Company Units set forth opposite its name on Schedule A, free and clear from any encumbrances, grant of security interests, pledges, or any other claims that would prevent the sale or transfer of the Selling Members Company Units to BC Co pursuant to this Agreement, except as set forth in the Company Operating Agreement and the Manager Operating Agreement;
(b) The Selling Member has the requisite capacity and authority (as applicable) to enter into this Agreement and this Agreement is enforceable against the Selling Member subject to applicable Laws;
(c) The Company Units owned by the Selling Member are not used as security or any kind or type of collateral;
(d) The Selling Member is not prohibited from entering into this Agreement by Laws applicable to such Selling Member and such Laws are not violated by the Selling Member’s entry into this Agreement, and the entry into this Agreement does not result in a breach by the Selling Member of any agreement or arrangement (whether written or oral) to which the Selling Member is a party; and
(e) The Selling Member has not optioned or agreed to assign or transfer any of the securities (or interests, rights or privileges related thereto) of the Company such member holds or has control over, except in accordance with this Agreement as applicable.
REPRESENTATIONS AND WARRANTIES OF THE SELLING MEMBERS. AND THE ACCEL PARTIES 54 Section 4.1. Incorporation and Authority 54 Section 4.2. No Conflict 54 Section 4.3. Consents and Approvals 55 Section 4.4. Absence of Litigation 55 Section 4.5. Title to Membership Units 55 ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT, KENEXA TECHNOLOGY AND ACQUISITION SUB 55 Section 5.1. Organization 55 Section 5.2. Authorization 56 Section 5.3. Governmental Consents and Approvals; No Conflict or Violation 56 Section 5.4. No Prior Activities 57 Section 5.5. Compliance with Laws 57 Section 5.6. Solvency 57 Section 5.7. Brokers 57 Section 5.8. Safe Harbor Certification 57 ARTICLE VI COVENANTS 57 Section 6.1. Conduct of Business of BRLLC and BRINC 57 Section 6.2. Requisite BRINC Vote 60 Section 6.3. Equityholder Notices and Disclosure 60 Section 6.4. Access to Information 61 Section 6.5. Confidentiality 61 Section 6.6. HSR Act Approvals 64 Section 6.7. Approvals and Consents 64 Section 6.8. Additional Agreements; Reasonable Efforts 65 Section 6.9. Employee Benefits 65 Section 6.10. Public Announcements 66 Section 6.11. Takeover Statutes 66 Section 6.12. Financing 66 Section 6.13. Section 280G 66 Section 6.14. Termination of 401(k) Plan 66 Section 6.15. Defense of Litigation 66 Section 6.16. Maintenance and Prosecution of Intellectual Property 67 Section 6.17. Notification of Certain Matters 67 Section 6.18. No Solicitations 68 Section 6.19. Indemnification 69 Section 6.20. Data Protection 69
REPRESENTATIONS AND WARRANTIES OF THE SELLING MEMBERS. SECTION 4.01. Due Authorization 47 SECTION 4.02. Title to Units 48 SECTION 4.03. Brokers; Fees and Expenses 48 SECTION 4.04. Rights to Intellectual Property 48 SECTION 4.05. Investment Decision 48 SECTION 4.06. Indemnification Agreement and Escrow Agreement 48 SECTION 4.07. Transactions with Company Affiliates 49 SECTION 5.01. Due Authorization 49 SECTION 5.02. Securities Act 50 SECTION 5.03. Brokers 50 SECTION 6.01. Agreements of the Company 50 SECTION 6.02. Agreements of the Selling Members 51 SECTION 6.03. Selling Members Release 52 SECTION 6.04. Public Announcements 52 SECTION 6.05. Confidentiality 53 SECTION 6.06. Company Disclosure Schedules. 53 SECTION 6.07. Certain Tax Matters 54 SECTION 6.08. Fees and Expenses 54 SECTION 6.09. Indemnification Obligations; Insurance 54 SECTION 6.10. Further Assurances/Additional Agreements 55 SECTION 6.11. 2009 Audited Financial Statements 55 SECTION 6.12. Post-Closing Payments by the Company 56 SECTION 6.13. No Shop. 56 SECTION 6.14. Additional Tax Matters 56
REPRESENTATIONS AND WARRANTIES OF THE SELLING MEMBERS. Each of the Selling Members hereby represents and warrants to Caliburn that such Selling Member will have good and valid title to the Purchased Units free and clear of all liens, and is the record and beneficial owner thereof. All of the Purchased Units were acquired from third parties or the Company in compliance with applicable law. There is no outstanding contract with any Person to purchase, redeem or otherwise acquire the Purchased Units.
REPRESENTATIONS AND WARRANTIES OF THE SELLING MEMBERS. To the best of their knowledge and belief and save as Disclosed in the CAL Disclosure Documents the Selling Members represent and warrant to the Company that:
REPRESENTATIONS AND WARRANTIES OF THE SELLING MEMBERS. As an inducement to Buyer to enter into this Agreement and to consummate the Transactions, except as set forth in the Disclosure Schedule, each Selling Member represents and warrants to Buyer (severally and not jointly) as set forth in this Article 4.
