REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY GROUP. As a material inducement to Purchaser to enter into this Agreement, the Company hereby represents and warrants to Purchaser and Merger Sub as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY GROUP. Each Contributor, jointly and severally, represents and warrants to Acquiror, as of the date of this Agreement and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY GROUP. Section 3.1 Organization; Authority; Enforceability 46 Section 3.2 Capitalization and Related Matters 46 Section 3.3 No Breach 47 Section 3.4 Financial Statements and Related Matters 48 Section 3.5 Absence of Undisclosed Liabilities 49 Section 3.6 No Company Material Adverse Effect 49 Section 3.7 Absence of Certain Developments 49 Section 3.8 Company Assets 50 Section 3.9 Tax Matters 50 Section 3.10 Company Material Contracts 52 Section 3.11 Intellectual Property Rights 55 Section 3.12 Data Security; Data Privacy 56 Section 3.13 Litigation 57 Section 3.14 Brokerage 57 Section 3.15 Labor Matters 57 Section 3.16 Employee Benefits 59 Section 3.17 Compliance with Laws; Permits 61 Section 3.18 Anti-Bribery; Anti-Corruption 64 Section 3.19 Anti-Money Laundering; Sanctions; Customs & Trade Laws 64 Section 3.20 Real Property 65 Section 3.21 Environmental 65 Section 3.22 Affiliate Transactions 66 Section 3.23 Investment Advisory Services 66 Section 3.24 Insurance 66 Section 3.25 Regulatory Compliance 66 Section 3.26 Company Funds 68 Section 3.27 Sufficiency of Assets 70 REPRESENTATIONS AND WARRANTIES OF PARENT, BLUE OWL GP, BLUE OWL HOLDINGS, BLUE OWL CARRY AND THE MERGER SUBS Section 4.1 Organization; Authorization; Enforceability 70 Section 4.2 Capitalization 71 Section 4.3 No Breach 72 Section 4.4 Absence of Undisclosed Liabilities 73 Section 4.5 No Parent Material Adverse Effect 73 Section 4.6 Absence of Certain Developments 73 Section 4.7 Brokerage 74 Section 4.8 Parent SEC Documents; Controls 74 Section 4.9 Information Supplied 75 Section 4.10 Tax Matters 75 Section 4.11 Litigation 76 Section 4.12 Compliance with Laws 76 Section 4.13 Regulatory Compliance 76 Section 4.14 Listing 77 Section 4.15 Merger Sub Business Activities 77 Section 4.16 Inspections; Company Representations 77 Section 4.17 Sufficient Funds 77 Section 4.18 Affiliate Transactions 78 Article V INTERIM OPERATING COVENANTS Section 5.1 Interim Operating Covenants of the Company Group 78 Section 5.2 Interim Operating Covenants of Parent 82 Article VI PRE-CLOSING AND OTHER COVENANTS Section 6.1 Company Fund Consents 83 Section 6.2 Commercially Reasonable Efforts; Further Assurances 85 Section 6.3 Confidential Information 85 Section 6.4 Access to Information 86 Section 6.5 Notification of Certain Matters 87 Section 6.6 Regulatory Approvals; Efforts 87 Section 6.7 Communications; Press Release; SEC Filings 89 Section 6.8 Expenses 90 Section 6.9 D&O Indemnification and Insurance 90 Section 6.10 Emplo...
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY GROUP. Except as set forth in the Disclosure Schedule (subject to Section 8.14), the Company represents and warrants to Parent and the Merger Subs as of the date hereof and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY GROUP. Except as set forth in the Disclosure Schedule, the Owners and the Seller jointly and severally represent and warrant to Buyer, as of the Original Agreement Date and as of the Closing, as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY GROUP. 17 Section 3.1 Organization and Qualification 17 Section 3.2 Capitalization of the Company, Subsidiaries 17 Section 3.3 Authority 18 Section 3.4 Financial Statements 18 Section 3.5 Consents and Approvals; No Violations 19 Section 3.6 Company Material Contracts 19 Section 3.7 Absence of Changes 21 Section 3.8 Litigation 22 Section 3.9 Compliance with Applicable Law 22 Section 3.10 Environmental Matters 23 Section 3.11 Tax Matters 24 Section 3.12 Brokers 26 Section 3.13 Title to Properties and Assets 26 Section 3.14 Transactions with Affiliates 26 Section 3.15 Employees and Employee Benefit Plans. 26 Section 3.16 Company Assets 27 Section 3.17 EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES 27
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY GROUP. Seller and Parent represent and warrant to Buyer, except (a) as disclosed or set forth in the Disclosure Schedule (it being understood that any matter disclosed in any section of the Disclosure Schedule shall be deemed to be disclosed in any other section of the Disclosure Schedule) to this Agreement; provided that, in each such case, the relevance of the disclosure is reasonably apparent from the disclosed matter, or (b) for such changes contemplated by the Pre-Closing Transactions, as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY GROUP. Subject to the provisions of Section 3.1(a), the disclaimers and waivers contained in and the other terms and conditions of this Agreement, Seller hereby represents and warrants to Purchaser as of the date hereof and as of the Closing the matters set out in Section 4.1 through Section 4.19.
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY GROUP. 9 Section 4.1 Organization; Qualification .................................................................9 Section 4.2
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY GROUP. As a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated hereby, each Owner represents and warrants to Buyer that the statements contained in this Article III are true and correct as of Closing (except, in each case, as to any representations and warranties that specifically relate to an earlier date, and then as of such date), except as set forth in the schedule attached to this Agreement setting forth exceptions to the representations and warranties set forth herein (the “Disclosure Schedule”).
