REPRESENTATIONS AND WARRANTIES REGARDING PARENT. Section 3.01. Organization and Qualification 7 Section 3.02. Authorization of Agreement 7 Section 3.03. Approvals 8 Section 3.04. No Violation 8 Section 3.05. No Brokers 8 Section 3.06. Title to Securities 9 ARTICLE IV
REPRESENTATIONS AND WARRANTIES REGARDING PARENT. Except as set forth in the Parent’s Disclosure Letter, the Parent represents and warrants to the Acquiror that:
REPRESENTATIONS AND WARRANTIES REGARDING PARENT. Except as set forth in the corresponding sections or subsections of the Acquiror Disclosure Schedule (it being understood and agreed by the parties hereto that disclosure of any item in any section or subsection of the Acquiror Disclosure Schedule shall be deemed disclosure with respect to any other section or subsection of the Acquiror Disclosure Schedule to which the relevance of such item is readily apparent) or the Parent SEC Reports (including the exhibits thereto) filed during the two (2) year period preceding the date hereof and prior to five (5) Business Days preceding the date hereof (excluding any risk factor disclosures contained in such documents under the heading “Risk Factors” and any disclosure of risks included in any “forward-looking statements” disclaimer or other statements that are similarly non-specific or are predictive or forward-looking in nature), Parent represents and warrants as of the date hereof and as of the Closing (except to the extent any such representations and warranties speak as of an earlier date) to the Transferor Parties, the Holders and the Founder as follows:
REPRESENTATIONS AND WARRANTIES REGARDING PARENT. Parent hereby represents and warrants to the Company and Contributors, as of the date hereof, as follows:
REPRESENTATIONS AND WARRANTIES REGARDING PARENT. Parent hereby represents and warrants to the Company, the Executing Stockholders, the Executing Option Holders and the Non-Owner Participants that the following representations are true and complete as of the date hereof.
REPRESENTATIONS AND WARRANTIES REGARDING PARENT. Parent represents and warrants, as of the date hereof and as of the Closing Date, as follows, except as disclosed in the Schedules to this Article II:
REPRESENTATIONS AND WARRANTIES REGARDING PARENT. Except as set forth in Parent’s Disclosure Letter, Parent represents and warrants to Purchaser, as of the date hereof and as of the Closing Date (except to the extent any such representation and warranty is expressly made as of a specific date, in which case Parent hereby makes to Purchaser such representation and warranty only as of such date), as follows:
REPRESENTATIONS AND WARRANTIES REGARDING PARENT. 56 Section 6.1 Corporate Organization of Parent; Subsidiaries 57 Section 6.2 Due Authorization of Parent 57 Section 6.3 No Conflict for Parent 57 Section 6.4 Consents and Approvals of Parent 58 Section 6.5 Issuance of Shares 58 Section 6.6 Parent’s Reliance 58 Section 6.7 Parent SEC Reports; Financial Statements 58 Section 6.8 Regulatory Compliance 60 Section 6.9 No Actions 60 Section 6.10 Compliance with Law 60 Section 6.11 Parent Tax Representations 60 Section 6.12 Absence of Changes 61 Section 6.13 Disclaimer of Representations and Warranties 61 ARTICLE VII COVENANTS 61 Section 7.1 Conduct of Business 61 Section 7.2 Commercially Reasonable Efforts 65 Section 7.3 Pre-Closing Access and Information 66
REPRESENTATIONS AND WARRANTIES REGARDING PARENT. As a material inducement to Sellers to enter into this Agreement and to consummate the transactions contemplated by this Agreement, Parent hereby represents and warrants to Sellers, as of the date of this Agreement, as follows:
REPRESENTATIONS AND WARRANTIES REGARDING PARENT. Buyer hereby represents and warrants to the Investors that the following statements are true with respect to Parent:
