Representations and Warranties of Topco Sample Clauses

Representations and Warranties of Topco. Topco hereby represents and warrants to Holder as follows:

Representations and Warranties of Topco. TopCo represents and warrants to the Rollover Investor that the following statements are true and correct: (a) TopCo is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware and is qualified to do business and in good standing in every jurisdiction in which the failure to do so would not, or would reasonably be expected not to, have a material adverse effect on the assets, operations, business or financial condition of TopCo. TopCo possesses all requisite limited liability company power and authority necessary to execute and deliver and to perform its obligations and carry out the transactions contemplated by this Agreement. (b) When issued pursuant to this Agreement, all of the TopCo Units will be duly authorized and validly issued and outstanding, and will be free and clear of all restrictions on transfer and other Liens (other than restrictions on transfer to be set forth in the LLC Agreement and arising under federal and state securities Laws). (c) The execution, delivery and performance by TopCo or its officers of this Agreement and the offer, sale and issuance of the TopCo Units have been duly authorized by TopCo. This Agreement constitutes a legal, valid and binding obligation of TopCo, enforceable against TopCo in accordance with its terms (except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect the enforcement of creditors rights generally or (ii) general principles of equity, whether considered in a proceeding at law or in equity), and the execution, delivery, and performance of this Agreement does not conflict with, violate, or cause a breach of any agreement, contract, or instrument to which TopCo is a party or any judgment, order, or decree to which TopCo is subject. (d) As of the Contribution Closing, TopCo will be a holding company formed solely for the purpose of holding an indirect interest in the Company and will not have engaged in any trade, business or similar activity. Except for those obligations or liabilities incurred in connection with its incorporation, organization and capitalization and the transactions contemplated by the Merger Agreement, this Agreement and each other Exhibit, Schedule or agreement contemplated hereby or thereby (the “Transaction Documents”), TopCo has not incurred, and will not have incurred as of the Contribution Closing, directly or indirectly, an...

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).

Representations and Warranties of Topco. TopCo hereby represents and warrants that as of the Closing Date, the TopCo Ordinary Shares to be issued hereunder will be duly authorized and, when issued and delivered pursuant to this Agreement, against full payment, as applicable, such TopCo Ordinary Shares will be validly issued, fully paid and non-assessable (which, under Dutch law, is interpreted to mean that a holder of a TopCo Ordinary Share shall not by reason of merely being a holder be subject to assessment or calls by TopCo or its creditors for further payment of such TopCo Ordinary Shares) free and clear of any liens or restrictions (other than those arising under applicable securities laws), and will not have been issued in violation of or subject to any preemptive or similar rights created under TopCo’s articles of association (statuten) as in effect at such time of issuance and as they will read following the Change of Legal Form, or other constituent documents of TopCo, by contract or under the laws of the Netherlands.

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. 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 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 SECTION 6.1 General 20 SECTION 6.2 The Exchange 20 SECTION 6.3 Mechanics of the Exchange 20