REPRESENTATIONS AND WARRANTIES REGARDING THE BUSINESS. Except as set forth in the Seller Disclosure Letter (it being acknowledged and agreed that disclosure of any item in any section or subsection of the Seller Disclosure Letter shall be deemed disclosed with respect to any section or subsection of this Agreement to the extent the applicability of such disclosure is reasonably apparent on its face), Seller hereby represents and warrants to Buyer that as of the date hereof and as of the Closing:
REPRESENTATIONS AND WARRANTIES REGARDING THE BUSINESS. In order to induce the Buyer to enter into and perform this Agreement and to consummate the Contemplated Transactions, the Sellers hereby jointly and severally represent and warrant to the Buyer as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE BUSINESS. Except as set forth in the Schedules to this Agreement, each Seller, jointly and severally, hereby represents and warrants to Buyer as follows, in each case as of the date hereof and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES REGARDING THE BUSINESS. Seller and Parent, jointly and severally, represent and warrant to Purchaser that, except as may be set forth in the Disclosure Schedules, the following are true and correct as of the date hereof:
REPRESENTATIONS AND WARRANTIES REGARDING THE BUSINESS. AND THE BUSINESS OWNING ENTITIES 9 Section 3.1 Organization and Qualification 9 Section 3.2 Capitalization and Ownership 11 Section 3.3 Consents and Approvals; No Violation 12 Section 3.4 Seller Financial Statements 12 Section 3.5 Absence of Undisclosed Liabilities 13 Section 3.6 Absence of Certain Changes 13 Section 3.7 Taxes 15 Section 3.8 Litigation 17 Section 3.9 Employee Benefit Plans; ERISA 18 Section 3.10 Environmental Liability 20 Section 3.11 Compliance with Applicable Laws; Customs 21 Section 3.12 Insurance 22 Section 3.13 Labor Matters; Employees 22 Section 3.14 Permits 23 Section 3.15 Material Contracts 23 Section 3.16 Intellectual Property 25 Section 3.17 Accounts Receivable 27 Section 3.18 Inventory 28 Section 3.19 Sufficiency of Assets 28 Section 3.20 Real Property 28 Section 3.21 Equipment and Other Personal Property 28 Section 3.22 Transactions with Affiliates 29 Section 3.23 Brokers 29 Section 3.24 Securities Act Representations 29 Section 3.25 Bank Accounts 30 Section 3.26 Information Supplied in Geokinetics Offering Documents 30 Section 3.27 Exclusivity of Representations and Warranties 30
REPRESENTATIONS AND WARRANTIES REGARDING THE BUSINESS. The Seller represents and warrants to the Buyer as of the date of this Agreement and, on the Closing Date, as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE BUSINESS. Except as disclosed in the related Schedules, Sellers and the Shareholders, jointly and severally, make the following representations and warranties to Buyer on and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES REGARDING THE BUSINESS. Except as set forth in the disclosure schedule supplied by Seller to Buyer dated the date hereof (the “Business Disclosure Schedule”), Seller represents and warrants, as of the date hereof and as of the Closing (or as of such other date specified herein), to Buyer as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE BUSINESS. Seller represents and warrants to Buyer that the statements contained in this Section 5 are true and correct as of the Effective Date and as of the Closing Date. The representations and warranties set forth this in this Section 5, elsewhere in this Agreement, in the Non-Disclosure Agreement, and in the Transaction Documents, and all non-waivable representations or warranties that Seller is deemed or implied to have made under Laws, are the sole representations and warranties that Seller is making with respect to the Purchased Assets, Assumed Liabilities, Excluded Assets, Excluded Liabilities, Business, and other matters that are the subject of this Agreement, and Seller hereby disclaims all other representations and warranties, whether express or implied, written or oral.
REPRESENTATIONS AND WARRANTIES REGARDING THE BUSINESS. Section 5.1 Financial Information; Reserves; Business Records 41 Section 5.2 Eligible Assets 42 Section 5.3 Actuarial Report 43 Section 5.4 Changes in Business 44 Section 5.5 No Undisclosed Liabilities 44 Section 5.6 Taxes 44 Section 5.7 Material Seller Permits 46 Section 5.8 Ownership of Assets 46 Section 5.9 Real Property 46 Section 5.10 Intellectual Property 46 Section 5.11 No Violation, Litigation or Regulatory Action 48 Section 5.12 Material Contracts 49 Section 5.13 Material Distributors 51
