Representations and Warranties of Topco. Topco hereby represents and warrants to Holder as follows:
Representations and Warranties of Topco. Topco hereby represents and warrants to Subscriber as follows:
Representations and Warranties of Topco. Topco hereby represents and warrants to Buyer as follows:
Representations and Warranties of Topco. TopCo represents and warrants to Buyer, on the Agreement Date and (except where a representation or warranty is made herein as of a specified date) as of the Closing, as though made at the Closing, as follows:
Representations and Warranties of Topco. Topco hereby represents and warrants to the Holders as of the date of this Agreement and the Rollover Closing as follows (except to the extent any such representation and warranty expressly speaks of another date, in which case Topco makes such representation and warranty to the Holders as of such date):
Representations and Warranties of Topco. Except as set forth in the disclosure schedule which has been delivered by TopCo to Buyer and the MergerSubs concurrently with the execution hereof (the “Disclosure Schedule”) (which Disclosure Schedule shall be arranged according to specific sections in this Article VI and shall provide exceptions to, or otherwise qualify in reasonable detail, only the corresponding section in this Article VI and any other section in such Article where it is reasonably apparent, upon a reading of such disclosure without any independent knowledge on the part of the reader regarding the matter disclosed, that the disclosure is intended to apply to such other section), TopCo represents and warrants to Buyer and the MergerSubs and to and for the benefit of the Buyer Indemnified Parties, as of the date hereof, as follows (with the understanding and acknowledgement that Buyer and the MergerSubs would not have entered into this Agreement without being provided with the representations and warranties set forth herein, and that these representations and warranties constitute an essential and determining element of this Agreement). 6.1
Representations and Warranties of Topco. Except as set forth in the disclosure schedules delivered by Topco to Investor on the date of this Agreement (the “Topco Disclosure Schedules”), Topco hereby represents and warrants to Investor as of the date of this Agreement and the Contribution Closing, as follows. For the avoidance doubt, Topco makes no representation or warranty regarding the Company or any or its Subsidiaries, and any representation and warranty made regarding any Subsidiary(ies) of Topco shall not be deemed to include the Company or any of its Subsidiaries.
Representations and Warranties of Topco. 20 6.1 Organizational Matters 20 6.2 Capital Structure 21
Representations and Warranties of Topco. SECTION 4.1 Organization; Powers 13 SECTION 4.2 Authorization; Binding Agreement 13 SECTION 4.3 No Violations; Consents and Approvals 14 SECTION 4.4 Capitalization 14 SECTION 4.5 Brokers and Finders 15 SECTION 4.6 No Additional Representations 15 TABLE OF CONTENTS (continued) Page ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PURCHASER SECTION 5.1 Organization; Powers 16 SECTION 5.2 Authorization 16 SECTION 5.3 No Violations; Consents and Approvals 16 SECTION 5.4 Brokers and Finders 17 SECTION 5.5 Investment Intent 17 SECTION 5.6 Investigation; No Knowledge of Misrepresentations or Omissions 17 SECTION 5.7 Restricted Securities 18 SECTION 5.8 No Public Market 18 SECTION 5.9 No “Bad Actor” Disqualifications 18 SECTION 5.10 Residency 18 SECTION 5.11 Accredited Investor 19 SECTION 5.12 No General Solicitation 19 SECTION 5.13 Exemption 19 SECTION 5.14 Legends 19 SECTION 5.15 No Guarantee 19 SECTION 5.16 Financial Capacity 19 ARTICLE VI EXCHANGE OF PURCHASED SHARES SECTION 6.1 General 20 SECTION 6.2 The Exchange 20 SECTION 6.3 Mechanics of the Exchange 20
Representations and Warranties of Topco. Topco represents and warrants to Parent and Merger Sub as follows:
