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. 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
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. The term "
REPRESENTATIONS AND WARRANTIES OF THE TARGET COMPANIES. Each Target Company represents and warrants to Buyer that each statement contained in this Article 2 is true and correct as of the date of this Agreement, and will be deemed to be true and correct as of the Closing Date.
REPRESENTATIONS AND WARRANTIES OF THE TARGET COMPANIES. Except as set forth in the disclosure letter delivered to SPAC by the Target Companies on the date of this Agreement (the “Target Company Disclosure Letter”) (each section of which, subject to Section 13.9, qualifies the correspondingly numbered and lettered representations in this Article 4), each Target Company, jointly and severally, represents and warrants to SPAC as follows:
REPRESENTATIONS AND WARRANTIES OF THE TARGET COMPANIES. Except in each case as set forth in the applicable disclosure schedules delivered by the Company to Purchaser concurrently with the execution of this Agreement (the “Company Disclosure Letter”), and subject to the terms, conditions and limitations set forth in this Agreement, each of the Company and FGH hereby represents and warrants to Purchaser, as of the date of this Agreement and the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement) (except if the representation and warranty speaks as of a specific date prior to the Closing Date, in which case as of such earlier date), as follows:
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:
REPRESENTATIONS AND WARRANTIES OF THE TARGET COMPANIES. As a material inducement to Parent and Merger Sub to enter into this Agreement, the Target Companies represent and warrant to Parent and Merger Sub, as of the date hereof, as follows:
