REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED ENTITIES. Except as set forth in and as qualified by the Disclosure Schedule the Seller, as of the date hereof, represents and warrants to the Purchaser as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED ENTITIES. Except as set forth in Contributors’ Disclosure Schedules, each Contributor hereby severally, and not jointly, represents and warrants to Acquirer, as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED ENTITIES. Sellers represent and warrant (severally and not jointly) to Buyer (except as set forth in the Seller Disclosure Schedule) that, (i) as of the date hereof, (ii) solely with respect to the First Closing Acquired Entities, as of the First Closing Date, and (iii) solely with respect to the Second Closing Acquired Entities, as of the Second Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED ENTITIES. Section 6.01 Organization and Qualification 10 Section 6.02 Organizational Documents 10 Section 6.03 Capitalization 11 Section 6.04 Absence of Conflicts; Consents 11 Section 6.05 Permits; Compliance 12 Section 6.06 Financial Statements; Undisclosed Liabilities 13 Section 6.07 Absence of Certain Changes or Events 13 Section 6.08 Litigation 16 Section 6.09 Employees; Employee Relations 16 Section 6.10 Employee Benefit Matters 17 Section 6.11 Taxes 20 Section 6.12 Insurance 22 Section 6.13 Real Property 22 Section 6.14 Personal Property 23 Section 6.15 Material Contracts 24 Section 6.16 Related Party Transactions 27 Section 6.17 Accounts Receivable 27 Section 6.18 Bank Accounts; Derivative Transactions 28 Section 6.19 Customers 28 Section 6.20 Environmental Matters 28 ARTICLE VII
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED ENTITIES. 12 Section 3.1 Due Organization and Good Standing 12 Section 3.2 Title; Capitalization; Subsidiaries 12 Section 3.3 Authority; Binding Nature of Agreement 13 Section 3.4 Noncontravention; Consents 13 Section 3.5 Financial Statements; Undisclosed Liabilities 14 Section 3.6 Absence of Certain Changes 15 Section 3.7 IP Rights 15 Section 3.8 Privacy; Information Technology; Cybersecurity 16
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED ENTITIES. As a material inducement to Buyers to execute and perform its obligations under this Agreement, each of the Sellers, jointly and severally, makes the following representations and warranties to Buyers (subject to such exceptions as are set forth in the Disclosure Schedule and delivered herewith by the Sellers to Buyers with schedules and references qualifying the section or subsection they reference), and agree and acknowledge that Buyers has relied on the representations and warranties contained in this Article III, and each of which shall survive the Closing as herein set forth.
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED ENTITIES. Except as set forth in the Contributor Disclosure Schedules, each MCE Party hereby severally, and not jointly, represents and warrants to Acquirer, as of the date hereof, as follows.
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED ENTITIES. Except as set forth in the correspondingly numbered Schedule of the Disclosure Schedules, the Seller Parties hereby represent and warrant to the Buyer on a joint and several basis that the statements contained in this Article III are true and correct as of the date of this Agreement and will be true and correct as of the Closing Date. Notwithstanding the foregoing, two (2) Business Days prior to the Closing the Seller Parties shall deliver to the Buyer a Disclosure Schedule Supplement setting forth any supplemental disclosures correspondingly numbered and related solely to the representations and warranties regarding the Acquired Entities, other than the Seller Parties Fundamental Representations.
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED ENTITIES. Section 6.01 Organization and Qualification 10 Section 6.02 Organizational Documents 10 Section 6.03 Capitalization 11 Section 6.04 Absence of Conflicts; Consents 12 Section 6.05 Permits; Compliance 12 Section 6.06 Financial Statements; Undisclosed Liabilities 13 Section 6.07 Absence of Certain Changes or Events 13
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED ENTITIES. Each of the Sellers and the Company, severally, and not jointly, represent and warrant to Buyer as set forth in this ARTICLE 3 (except as set forth in the Disclosure Letter; all references herein to a Schedule shall be references to the corresponding section in the Disclosure Letter):
