REPRESENTATIONS AND WARRANTIES OF THE TARGET COMPANIES. As a material inducement to Buyer to enter into this Agreement, the Target Companies represent and warrant to Buyer, as of the date hereof, as follows:
REPRESENTATIONS AND WARRANTIES OF THE TARGET COMPANIES. 26 Section 3.01 Organization of the Target Companies 26 Section 3.02 Authorization of Transaction; Binding Effect 26 Section 3.03 Noncontravention 27 Section 3.04 Capitalization 27 Section 3.05 Subsidiaries 28 Section 3.06 Broker’s Fees 28 Section 3.07 Financial Statements; Books and Records 28 Section 3.08 Internal Account Control 29 Section 3.09 Absence of Changes 29 Section 3.10 Legal Compliance; Permits 31 Section 3.11 Real Property 32 Section 3.12 Tax Matters 32 Section 3.13 Intellectual Property 34 Section 3.14 Contracts and Commitments 35 Section 3.15 Insurance 37 Section 3.16 Litigation 38 Section 3.17 Assets 38 Section 3.18 Accounts Receivable 38 Section 3.19 Products 39 Section 3.20 Inventory 39 Section 3.21 Intentionally Omitted 39 Section 3.22 Labor Matters 39 Section 3.23 Employee Benefits 40 Section 3.24 Environmental Matters 42 Section 3.25 Affiliate Transactions 43 Section 3.26 No Undisclosed Liabilities 43 Section 3.27 Customers and Suppliers 43 Section 3.28 Product Liability; Product Warranty 44 Section 3.29 No Other Representations 44 Section 3.30 Bank Accounts 44 Section 3.31 Indebtedness 44 Section 3.32 Vote Required 44 ARTICLE IV REPRESENTATION AND WARRANTIES OF CERTAIN VMG PARTIES 45 Section 4.01 Organization 45 Section 4.02 Authorization of Transaction; Binding Effect 45 Section 4.03 Noncontravention 45 Section 4.04 Ownership of Blocker Shares 46 Section 4.05 Litigation 46 Section 4.06 Broker’s Fees 46 Section 4.07 No Other Representations 46
REPRESENTATIONS AND WARRANTIES OF THE TARGET COMPANIES. Except as set forth on the disclosure schedule delivered by the Target Companies to Parent and the Merger Subs prior to the execution of this Agreement (the "Target Companies Disclosure Schedule") and making reference to the particular subsection of this Agreement to which exception is being taken, each of the Target Companies jointly and severally represent and warrant to Parent and the Merger Subs as follows:
REPRESENTATIONS AND WARRANTIES OF THE TARGET COMPANIES. 7.1 Organization and Standing 37 7.2 Authorization; Binding Agreement 37 7.3 Capitalization 38 7.4 Governmental Approvals 41 7.5 Non-Contravention 41 7.6 Financial Statements 41 7.7 Absence of Certain Changes 43 7.8 Compliance with Laws 43 7.9 Company Permits 43 7.10 Litigation 44 7.11 Material Contracts 44 7.12 Intellectual Property 47 7.13 IT Systems 49 7.14 Taxes and Returns 50 7.15 Real Property 52 7.16 Personal Property 53 7.17 Title to and Sufficiency of Assets 53 7.18 Employee Matters 53 7.19 Benefit Plans 55 7.20 Environmental Matters 58 7.21 Transactions with Target Company Related Persons 58 7.22 Insurance 59 7.23 Data Protection and Cybersecurity 59 7.24 Certain Business Practices 61 7.25 Customers and Suppliers 61 7.26 Investment Company Act 62 7.27 Finders and Brokers 62 7.28 Information Supplied 62 7.29 Zacco Acquisition 62 7.30 Investigation; No Additional Representations or Warranties 62 7.31 Exclusivity of Representations and Warranties 63 ARTICLE VIII
REPRESENTATIONS AND WARRANTIES OF THE TARGET COMPANIES. Except as set forth in the disclosure schedules delivered by the Target Companies to SPAC on the date hereof (the “Target Companies Disclosure Schedules”), and subject to the terms, conditions and limitations set forth in this Agreement, the Company, Orca Midco and Orca hereby represent and warrant to the other Parties, as follows:
REPRESENTATIONS AND WARRANTIES OF THE TARGET COMPANIES. Except as disclosed in the Target Company Disclosure Schedule and subject to Sections 3.19, 8.1 and 8.3, each Target Company hereby represents and warrants to Buyer as follows in this Article 3:
REPRESENTATIONS AND WARRANTIES OF THE TARGET COMPANIES. 12 4.01 Organization of the Target Companies. 12
REPRESENTATIONS AND WARRANTIES OF THE TARGET COMPANIES. Except as set forth in the disclosure letter delivered to SPAC and Merger Sub 1 by Epic on the date of this Agreement (the “Epic Disclosure Letter”), subject to Section 11.11, each Target Company, severally and not jointly with the other Target Companies, and subject to Section 1.2(g), represents and warrants, in each case, only with respect to such representations and warranties in this Article IV that apply to such Target Company or its Subsidiaries, to SPAC and Merger Sub 1 as follows:
REPRESENTATIONS AND WARRANTIES OF THE TARGET COMPANIES. The Target Companies hereby represent and warrant to Purchaser as follows as of the date hereof and, subject to Section 7.2(a) and the certificate to be delivered pursuant to Section 7.2(c)(i), as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF THE TARGET COMPANIES. Except as disclosed in the disclosure letter dated as of the date of this Agreement and delivered by Xxxxxxx to SPAC on the date of this Agreement, subject to and in accordance with Section 12.9 (the “Xxxxxxx Disclosure Letter”), Xxxxxxx and the Company hereby represent and warrant to SPAC as follows:
