REPRESENTATIONS AND WARRANTIES RELATED TO THE COMPANY. Seller represents and warrants to Buyer as of the date hereof as follows:
REPRESENTATIONS AND WARRANTIES RELATED TO THE COMPANY. The Company represents and warrants to and covenants with the Purchasers as of the date hereof and the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES RELATED TO THE COMPANY. The Company and the Existing Member hereby represent and warrant to the New Member as of the Execution Date and as of the Closing Date (except for representations and warranties that are made as of a specific date, which are made only as of such date), as follows:
REPRESENTATIONS AND WARRANTIES RELATED TO THE COMPANY. Except as disclosed in the Company SEC Documents (excluding, in each case, any disclosures set forth in the risk factors, “forward-looking statements” or other cautionary or forward-looking sections of such reports), the Company represents and warrants to the Purchaser as follows:
REPRESENTATIONS AND WARRANTIES RELATED TO THE COMPANY. 21 Section 4.1 Organization 21 Section 4.2 Authorization 21 Section 4.3 Capital Structure 22 Section 4.4 Subsidiaries 23 Section 4.5 Absence of Restrictions and Conflicts 23 Section 4.6 Real Property 23 Section 4.7 Title to Assets; Related Matters 24 Section 4.8 Inventory 24 Section 4.9 Financial Statements 25 Section 4.10 No Undisclosed Liabilities 25 Section 4.11 Absence of Certain Changes 25 Section 4.12 Legal Proceedings 25 Section 4.13 Compliance with Law 26 Section 4.14 Company Contracts 26 Section 4.15 Tax Returns; Taxes 26 Section 4.16 Officers and Employees 28 Section 4.17 Company Benefit Plans 28 Section 4.18 Labor Relations 29 Section 4.19 Insurance Policies 30 Section 4.20 Environmental, Health and Safety Matters 30 Section 4.21 Intellectual Property 31 Section 4.22 Software 33 Section 4.23 Transactions with Affiliates 33 Section 4.24 Undisclosed Payments 33 Section 4.25 Customer and Supplier Relations 33 Section 4.26 Notes; Accounts Receivable 34 Section 4.27 Licenses 34 Section 4.28 Ethical Practices 34 Section 4.29 Product and Service Warranties and Guaranties 35 Section 4.30 Brokers, Finders and Investment Bankers 35 Section 4.31 Guarantees 35 Section 4.32 Financial Capability 35 Section 4.33 Disclosure 36 ARTICLE V. REPRESENTATIONS AND WARRANTIES RELATED TO THE XXXXXXX GROWING INTEREST 36 Section 5.1 Real Property 36 Section 5.2 Title to Assets; Related Matters 37 Section 5.3 Inventory 37 Section 5.4 No Other Assumed Liabilities 37 Section 5.5 Legal Proceedings 37 Section 5.6 Compliance with Law 38 Section 5.7 Xxxxxxx Growing Interest Contracts 38 Section 5.8 Officers and Employees 39 Section 5.9 MGI Benefit Plans 39 Section 5.10 Labor Relations 40 Section 5.11 Insurance Policies 40 Section 5.12 Environmental, Health and Safety Matters 41 Section 5.13 Intellectual Property 42 Section 5.14 Software 42 Section 5.15 Transactions with Affiliates 43 Section 5.16 Undisclosed Payments 43 Section 5.17 Supplier Relations 43 Section 5.18 Licenses 43
REPRESENTATIONS AND WARRANTIES RELATED TO THE COMPANY. The Goldsboro Parties hereby, jointly and severally, represent and warrant to the Purchaser as follows as of the date hereof and the Closing Date:
REPRESENTATIONS AND WARRANTIES RELATED TO THE COMPANY. The Stockholders hereby represent and warrant as follows to Buyer as of the Closing Date:
REPRESENTATIONS AND WARRANTIES RELATED TO THE COMPANY. The Company hereby represents and warrants as follows to the Surviving Entity as of the date hereof, and acknowledges and confirms that the Surviving Entity is relying upon the following representations and warranties in entering into this Agreement and consummating the Merger:
REPRESENTATIONS AND WARRANTIES RELATED TO THE COMPANY. Except as disclosed in (i) a correspondingly labeled Section of the Omega Disclosure Schedule (it being agreed that disclosure in any Section of the Omega Disclosure Schedule shall apply only to the indicated Section of this Agreement and to such other Sections (other than Section 3.8(a)) of this Agreement to the extent that it is reasonably apparent on the face of the disclosure that such matter is relevant to such other Sections) or (ii) the Company Reports filed after January 1, 2015 but at least two (2) Business Days prior to the date hereof (including all documents incorporated by reference therein, but disregarding risk factor disclosures contained under the heading “Risk Factors” or disclosures of risks set forth in any “forward-looking statements” disclaimer or other similarly non-specific or cautionary, predictive or forward-looking statements) (it being agreed that disclosure in any such Company Reports shall not be deemed to qualify or apply to Section 3.8(a)), Omega Parent and Omega UK hereby represent and warrant, jointly and severally, to Buyer as follows:
REPRESENTATIONS AND WARRANTIES RELATED TO THE COMPANY. As of the date hereof and the Closing Date, the Company represents and warrants to the Purchaser that except as set forth in the Company SEC Documents or the Disclosure Letter:
