REPRESENTATIONS AND WARRANTIES REGARDING THE TARGET COMPANIES. In order to induce Unusual to enter into this Agreement and to consummate the transactions contemplated hereby, the Principal Stockholder makes the representations and warranties set forth below to Unusual which representations and warranties shall be true and correct as of the Effective Date and the Closing Date, except as otherwise noted herein or as set forth in the attached Disclosure Schedules. All references in this Article V to either Target Company shall include any Subsidiaries of such Target Company.
REPRESENTATIONS AND WARRANTIES REGARDING THE TARGET COMPANIES. 4.1 Organization; Qualification, etc.
4.2 Authority; Execution and Delivery; Enforceability
4.3 Capitalization of the Target Companies 4.4 No Conflict; Consents
4.5 Financial Statements
4.6 No Undisclosed Liabilities 4.7 Compliance with Laws; Permits
REPRESENTATIONS AND WARRANTIES REGARDING THE TARGET COMPANIES. Except as disclosed in the disclosure schedules delivered by S/T Group to the Purchaser immediately prior to the execution of this Agreement (the “Target Company Disclosure Schedules”) (it being agreed that (a) the lack of any specific reference to the Target Company Disclosure Schedules in this Agreement shall not limit the right of S/T Group to qualify any representation or warranty by listing such item or qualification in the corresponding section or subsection of the Target Company Disclosure Schedules, and (b) the disclosure of any item in any section or subsection of the Target Company Disclosure Schedules shall be deemed disclosure with respect to any other representation or warranty of the Sellers or the Acquired Companies to which the relevance of such item is readily apparent on its face), S/T Group represents and warrants to the Purchaser as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE TARGET COMPANIES. AND THE BUSINESS 6 3.1 Organization; No Subsidiaries 7 3.2 Organizational Documents 7 3.3 Capitalization; Subsidiaries 7 3.4 Non-Contravention; Consents 8 3.5 Financial Information 8 3.6 Absence of Certain Changes 8 3.7 Sufficiency of Assets 9 3.8 Real Property 9 3.9 Intellectual Property 9 3.10 Material Contracts. 12 3.11 Liabilities 14 3.12 Compliance with Laws 14 3.13 Certain Business Practices 14 3.14 Tax Matters 15 3.15 Employee Benefit Plans and Employee Matters 18 3.16 Environmental Matters 19 3.17 Insurance 20 i. 3.18 Legal Proceedings; Orders 20 3.19 Financial Advisor 20 3.20 Related Party Transactions 20 3.21 No U.S. Critical Technology Business 20 SECTION 4. REPRESENTATIONS AND WARRANTIES OF SELLER PARENT CONCERNING SELLER PARENT 20 4.1 Authority; Binding Nature of Agreement 20 4.2 Non-Contravention 21 4.3 Legal Proceedings 21 4.4 No Vote Required 21 4.5 Non-Resident of Canada 21 SECTION 5. REPRESENTATIONS AND WARRANTIES OF BUYER PARENT 21 5.1 Due Incorporation 21 5.2 Authority; Binding Nature of Agreement 21 5.3 Non-Contravention; Consents 21 5.4 Litigation 22 5.5 No Vote Required 22 5.6 Sufficiency of Funds 22 5.7 Solvency 22 5.8 Equity Commitment Letter 22 SECTION 6. INTERIM COVENANTS 23 6.1 Regulatory Filings. 23 6.2 Pre-Closing Reorganization 24 6.3 Conduct of the Business of the Target Companies 25 6.4 Pre-Closing Access 27 6.5 Notification of Certain Events 28 6.6 Exclusivity 28 6.7 Equity Commitment Letter 28 6.8 Payoff Indebtedness 28 6.9 Canadian Tax Matters 28 ii. 6.10 Certain Agreements 29 SECTION 7. ADDITIONAL COVENANTS OF THE PARTIES 29 7.1 Post-Closing Access and Information; Preservation of Records 29 7.2 Indemnification of Directors, Managers, and Officers 30 7.3 Disclosure; Confidentiality 31 7.4 Tax Matters 32 7.5 Credit Support Items 40 7.6 Business Insurance 40 7.7 Government Contract and Security Matters 41 7.8 Employee Matters 41 7.9 Non-solicitation 43 7.10 Non-competition 44 7.11 Intellectual Property Rights Licenses 45 SECTION 8. CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER PARENT 46 8.1 Accuracy of Representations and Warranties 46 8.2 Performance of Covenants 46 8.3 No Restraints 46 8.4 Material Adverse Effect 46 8.5 Pre-Closing Reorganization 46 8.6 NSIA Clearance 47 8.7 Agreements and Documents 47 SECTION 9. CONDITIONS PRECEDENT TO OBLIGATION OF THE SELLER PARTIES 47 9.1 Accuracy of Representations and Warranties 47 9.2 Performance of Covenants 47 9.3 No Restraints 47 9.4 Pre-Closing Reorganization 47 9.5 NSIA Clear...
REPRESENTATIONS AND WARRANTIES REGARDING THE TARGET COMPANIES. Except as set forth on the Disclosure Schedules, Seller hereby represents and warrants to Buyer as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE TARGET COMPANIES. As an inducement to SEAC 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 Letter (subject to Section 8.13), each of NewCo, the Company and Merger Sub hereby represents and warrants to SEAC as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE TARGET COMPANIES. Except as set forth on the corresponding section of the Seller Disclosure Schedule, Sellers, jointly and severally, hereby represent and warrant to Buyer, as of the date hereof, as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE TARGET COMPANIES. The Company hereby represents and warrants to Parent and Merger Sub as follows as of the date hereof and as of the Closing Date (except for such representations and warranties which address matters only as of a specific date, which representations and warranties shall be true and correct as of such specific date):
REPRESENTATIONS AND WARRANTIES REGARDING THE TARGET COMPANIES. As an inducement to Trident and Merger Sub to enter into this Agreement and consummate the transactions contemplated by this Agreement, except as set forth in the Company Disclosure Letter (subject to Section 8.13), the Company hereby represents and warrants to Trident and the Merger Sub as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE TARGET COMPANIES. The Company hereby represents and warrants to the Purchaser, as of the date of this Agreement and as of the Closing, as follows:
