REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY ENTITIES. Sellers represent and warrant to Buyers, except as set forth in the Sellers Disclosure Schedule, as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY ENTITIES. Company represents and warrants to Atlantic that except as set forth (A) in the Company Disclosure Schedules delivered to Atlantic by the Company together with, and as part of, this Agreement (B) in the Registration Statement and/or (C) the Company SEC Reports the following statements are true and correct as of the on the Agreement Date:
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY ENTITIES. Except as set forth in the corresponding section (or any other section to the extent the relevance of such information to such first section is reasonably apparent on the face of the applicable disclosure) of the disclosure schedules delivered to Purchaser and Merger Sub by the Company (the “Company Disclosure Schedules”), the Company represents and warrants to Purchaser and Merger Sub as of the date hereof and, with respect to the Company Fundamental Representations, as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY ENTITIES. For all purposes of this Article III and Article IV, the representations and warranties of Seller shall be qualified by (i) the actual effect of any PG&E Condition or Bankruptcy Event to the extent they are actually affected, directly or indirectly, by a PG&E Condition or Bankruptcy Event and (ii) the impact of any California Property Tax Assessment Event to the extent they are actually affected, directly or indirectly, by a California Property Tax Assessment Event. Seller represents and warrants to Buyer, except as set forth in the Seller Disclosure Schedule, as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY ENTITIES. The Company hereby represents and warrants to the Buyer with respect to the matters specified in this Article III as of the date of this Agreement and, if the Closing occurs, as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY ENTITIES. Except as expressly set forth in the Disclosure Schedules delivered to SeqLL and Atlantic by the Seller together with, and as part of, this Agreement, the Company, the Company Entities and the Seller, jointly and severally, represent and warrant to SeqLL and Atlantic that the following statements are true and correct in all material respects on the Agreement Date and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY ENTITIES. Except as set forth on the Disclosure Schedules, the Company hereby represents and warrants to Buyers as follows as of the date hereof and the Closing Date (except for representations and warranties which are as of a specific date, which shall be made as of such date):
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY ENTITIES. Seller and Parent make the following representations and warranties concerning the Company Entities as of the date of this Agreement and as of the Closing Date. Each disclosure set forth in the Disclosure Schedule is identified by reference to, or has been grouped under a heading referring to, a specific section of this Agreement and qualifies, supplements, informs or constitutes an exception, as applicable, thereto, and disclosure made pursuant to any section thereof shall be deemed to be disclosed in each of the other sections of the Disclosure Schedule to the extent the applicability of the disclosure to such other section is reasonably apparent on its face from the disclosure made. The fact that any item of information is disclosed in any Section of the Disclosure Schedule shall not be construed to mean that such information is required to be disclosed by this Agreement and such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material”, “Material Adverse Effect” or other similar terms in this Agreement.
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY ENTITIES. As an inducement to SPAC to enter into this Agreement and consummate the transactions contemplated by this Agreement, except as set forth in the applicable section of the Company Disclosure Schedules, the Company hereby represents and warrants to SPAC, the following:
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY ENTITIES. Except as set forth on the applicable Schedules (it being understood that any matter disclosed in any Schedule will be deemed to be disclosed on any other Schedule to the extent that it is reasonably apparent on its face that such disclosure is applicable to such other Schedule or Schedules), each Seller Party represents and warrants to Buyer as of the date hereof and as of the Closing Date (or in respect of any representation or warranty made as of a specific date, as of such date) as follows with respect to such Seller Party only. Notwithstanding any other provision in this ARTICLE IV to the contrary, all representations and warranties herein related to Xxxxxxx Canada shall be made solely with respect to the Business and not with respect to any other business, assets or liabilities of Xxxxxxx Canada.
