REPRESENTATIONS AND WARRANTIES REGARDING PARENT. Section 3.01. Organization and Qualification 7 Section 3.02. Authorization of Agreement 7 Section 3.03. Approvals 7 8 Section 3.04. No Violation 8 Section 3.05. No Brokers 8 Section 3.06. Title to Securities 8 9
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. 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. Parent represents and warrants to Buyer as follows as of the Closing Date (except for representations and warranties that speak as of a specific date, in which case such representations and warranties shall be true and correct as of such date):
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:
REPRESENTATIONS AND WARRANTIES REGARDING PARENT. Except (a) as disclosed in the Parent SEC Documents filed or furnished to the SEC by Parent on or prior to the Execution Date and publicly available on or prior to the Execution Date, 34 or (b) as set forth in the Parent Disclosure Letter, Parent, Merger Sub and Successor Sub represent and warrant to the Company as of the Execution Date and as of the Closing Date (except for representations and warranties that address matters only as of a specified date, in which case as of such specified date) as follows:
