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 Purchasers as follows:
REPRESENTATIONS AND WARRANTIES RELATED TO THE COMPANY. For purposes of this Article II, any reference to the “Company” means the Company and, unless otherwise specified or reasonably apparent from the nature of the context in which such term is used, also means the Seller Related Parties. The Company represents and warrants to the Buyer that the statements contained in this Article II are true and correct as of the Signing Date and the Closing Date (except that any representations and warranties that are made as of a specific date need only be true as of such date), except in all cases as set forth in the Disclosure Schedules.
REPRESENTATIONS AND WARRANTIES RELATED TO THE COMPANY. 3.1 Corporate Organization 16 3.2 Capitalization 16 3.3 Reports 17 3.4 Financial Statements 17
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
REPRESENTATIONS AND WARRANTIES RELATED TO THE COMPANY. In order to induce the Buyer to enter into and to consummate the transactions contemplated by this Agreement, the Seller represents and warrants to the Buyer, to the best of its knowledge, as follows:
REPRESENTATIONS AND WARRANTIES RELATED TO THE COMPANY. 27 Section 3.01 Organization; Good Standing 27 Section 3.02 Authority 27 Section 3.03 No Conflicts; Consents and Approvals 28 Section 3.04 Membership Interests 28 Section 3.05 Financial Statements 29 Section 3.06 Compliance with Applicable Laws 30 Section 3.07 Permits 30 Section 3.08 Litigation; Orders 30 Section 3.09 Insurance 31 Section 3.10 Ownership of the Assets 31 Section 3.11 Real Property 31 Section 3.12 Environmental Matters 32 Section 3.13 Taxes 33 Section 3.14 Material Contracts 35 Section 3.15 Customers and Suppliers 37 Section 3.16 Affiliate Relationships 38 Section 3.17 Business Benefit Plans 38 Section 3.18 Labor Relations 40 Section 3.19 Intellectual Property 41 Section 3.20 Trade Control Laws; Anti-Corruption 42 Section 3.21 Sufficiency of the Assets 43 Section 3.22 Absence of Certain Changes 44 Section 3.23 Broker’s Commissions 44 Section 3.24 No Prior Activities 44 Page
REPRESENTATIONS AND WARRANTIES RELATED TO THE COMPANY. Sellers and the Company jointly and severally represent and warrant to Buyer that the following statements contained in this Article 4 are true and correct as of the Effective Date and as of the Closing Date, except as set forth in the disclosure schedule delivered by the Sellers and the Company to Buyer on the Effective Date:
