REPRESENTATIONS AND WARRANTIES REGARDING THE. Servicer Section 2.02 Representations and Warranties of the Company Section 2.03 Enforcement of Representations and Warranties
REPRESENTATIONS AND WARRANTIES REGARDING THE. COMPANIES 7
REPRESENTATIONS AND WARRANTIES REGARDING THE. COMPANY ENTITIES
REPRESENTATIONS AND WARRANTIES REGARDING THE. COMPANY Subject to such exceptions as are disclosed in the disclosure schedule dated as of the Agreement Date and delivered herewith by the Company to the Buyer (the “Company Disclosure Schedule”) and each reference to “Schedule” herein means the applicable Schedule of the Company Disclosure Schedule corresponding to the applicable section and subsection or clause of this Agreement (or disclosed in any other section, subsection or clause of the Company Disclosure Schedule provided that a cross-reference is included or it is reasonably apparent upon a reading of such disclosure that it also qualifies or applies to such other sections, subsections and clauses), the 22
REPRESENTATIONS AND WARRANTIES REGARDING THE. NWKT PARTIES 11 Section 4.01 Corporate Existence and Power 11 Section 4.02 No Conflict; Due Authorization 11 Section 4.03 Valid Obligation 11 Section 4.04 Governmental Authorization 11 Section 4.05 Authorized Shares and Capital 11 Section 4.06 Options or Warrants 12 Section 4.07 Subsidiaries and Predecessor Corporations 12 Section 4.08 Books and Records 12 Section 4.09 Financial Statements 12 Section 4.10 Undisclosed Liabilities 12 Section 4.11 Litigation and Proceedings 12 Section 4.12 Contracts 13 Section 4.13 No Conflict With Other Instruments 13 Section 4.14 Compliance With Laws and Regulations 13 Section 4.15 Taxes 13 Section 4.16 Tax Returns and Audits 13 Section 4.17 Employee Benefit Plans; ERISA 13 Section 4.18 Conflict of Interest 14 Section 4.19 Bank Accounts 14 Section 4.20 Officer, Director and Promoter's Information 14 Section 4.21 Limited Representations and Warranties 14 Article V. ADDITIONAL COVENANTS OF THE PARTIES 14 Section 5.01 Actions at and Following the Closing 14 Article VI. INDEMNIFICATION 15 Section 6.01 Indemnification of NWKT 15 Section 6.02 Indemnification of OZOP and OZOP Shareholders 15 Section 6.03 Expiration and Time Limit 15 Section 6.04 Procedure 16 Section 6.05 Periodic Payments 17 Section 6.06 Insurance 17 Article VII. DISPUTE RESOLUTION 18 Section 7.01 Arbitration 18 Section 7.02 Waiver of Jury Trial; Exemplary Damages 19 Article VIII. MISCELLANEOUS 19 Section 8.01 Brokers 19 Section 8.02 Governing Law 19 Section 8.03 Notices 20 Section 8.04 Attorneys' Fees 20 Section 8.05 Confidentiality 20 Section 8.06 Public Announcements and Filings 21 Section 8.07 Schedules; Knowledge 21 Section 8.08 Third Party Beneficiaries 21 Section 8.09 Expenses 21 Section 8.10 Entire Agreement; Definitions; Interpretation 21 Section 8.11 Survival; Termination 22 Section 8.12 Amendment; Waiver; Remedies; Agent 22 Section 8.13 OZOP Shareholders Appointment of Attorneys in Fact 22 Section 8.14 Arm's Length Bargaining; No Presumption Against Drafter 23 Section 8.15 Headings 23 Section 8.16 Exhibits and Schedules 23 Section 8.17 No Assignment or Delegation 23 Section 8.18 Commercially Reasonable Efforts 24 Section 8.19 Further Assurances 24 Section 8.20 Specific Performance 24 Section 8.21 Counterparts 24 Section 8.22 No Drafting Party 24 Exhibit A OZOP Shareholders' OZOP Stock and Exchange Shares 26 Exhibit B Defined Terms 27 SHARE EXCHANGE AGREEMENT Dated as of April 13, 2018 This Share Exchange Agreement (together with the Exhibits, Schedules ...
REPRESENTATIONS AND WARRANTIES REGARDING THE. CEREBELLUM SHAREHOLDERS Each Cerebellum Shareholder hereby jointly and severally represents and warrants by way of a guarantee not requiring fault as of the date of this Agreement and as of the Closing Date, to Buyer as follows with respect to such Cerebellum Shareholder and the Shares indicated as being owned by such Cerebellum Shareholder:
REPRESENTATIONS AND WARRANTIES REGARDING THE. SELLERS Except as disclosed in the Seller Disclosure Schedule, (a) with respect to Sections 3.1 through 3.6, Medley, solely as to itself and not as to any other Seller, and (b) with respect to Section 3.7, GALIC, solely as to itself and not as to any other Seller, represents and warrants to Buyer as follows: 3.1
REPRESENTATIONS AND WARRANTIES REGARDING THE. COMPANY Except as set forth on the Company Disclosure Letter, the Company represents and warrants to the Parent and Merger Sub as of the date hereof and as of the Closing Date (except for those representations and warranties made as of a specific date, which shall be made only as of such date), as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE. COMPANY Except as set forth in the Disclosure Schedules (it being understood that an item disclosed in one Section of the Disclosure Schedule shall be deemed to be disclosed with respect to any other Section of this Agreement where the relevance of such item is reasonably apparent), Seller hereby represents and warrants to Buyer as of the date of this Agreement (unless another date is expressly set forth below in respect of any statement set forth below, in which case Seller hereby represents and warrants as of such other date expressly set forth below) as follows (it being understood and agreed that none of the following
REPRESENTATIONS AND WARRANTIES REGARDING THE. ENERGY SUPPLY BUSINESS 10 Section 5.01 Due Organization, Good Standing and Corporate Power 11 Section 5.02 Subsidiaries 11 Section 5.03 Authorization of Agreement 11 Section 5.04 Capital Structure 12 Section 5.05 Consents and Approvals; No Violations 13 Section 5.06 SEC Filings; Financial Information; Absence of Changes 14 Section 5.07 Information to be Supplied 17 Section 5.08 Litigation 17 Section 5.09 Compliance with Laws; Permits 17 Section 5.10 Contracts 18 Section 5.11 Employees and Employee Benefits; Labor 20 Section 5.12 Title to and Sufficiency of Energy Supply Assets 22 Section 5.13 Environmental Matters 23 Section 5.14 Taxes 24 Section 5.15 Regulatory Status 24 Section 5.16 NRC Status 25
