REPRESENTATIONS AND WARRANTIES RELATING TO THE BUSINESS. The Seller Parties hereby, jointly and severally, represent and warrant to the Purchaser as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE BUSINESS. Except as set forth in the Seller Disclosure Letter, the Sellers hereby represent and warrant to Purchaser as of the date of this Agreement and as of the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE BUSINESS. The Seller Parties hereby, jointly and severally, represent and warrant to the Purchaser as follows, which representations and warranties shall (subject to the terms and conditions set forth in this Agreement) be true and correct as of the date hereof and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES RELATING TO THE BUSINESS. 34 4.1 Existence and Power 34 4.2 Capitalization 35 4.3 Assumed Names 36 4.4 Financial Statements; No Undisclosed Liabilities 36 4.5 Business Activities 37 4.6 Internal Controls 38 4.7 Absence of Certain Changes 38 4.8 Tangible Personal Property; Sufficiency and Title to Assets 38 4.9 Litigation 39 4.10 Contracts 39 4.11 Licenses and Permits 42 4.12 Compliance with Laws 42 4.13 Intellectual Property 43 4.14 Information Technology and Data Matters 44 4.15 Employees 45 4.16 Employment Benefit Plans 46 4.17 Real Property 48 4.18 Tax Matters 49 4.19 Environmental Laws 51 4.20 Insurance 51 4.21 Affiliate Arrangements 52 i TABLE OF CONTENTS (cont’d) Page 4.22 Certain Business Practices 52 4.23 Trade Controls 53 4.24 Material Suppliers 53 4.25 Regulatory Compliance 53 ARTICLE V REPRESENTATIONS AND WARRANTIES OF ARYA 55 5.1 Existence and Power 55 5.2 Authority 55 5.3 Governmental Authorization 56 5.4 Non-Contravention 56 5.5 Finders’ Fees 56 5.6 Capitalization 57 5.7 Investment Company Act 57 5.8 Trust Account 58 5.9 ARYA SEC Documents and Financial Statements; Internal Controls 59 5.10 Litigation 60 5.11 Business Activities 60 5.12 Employee Benefit Plans 61 5.13 Compliance with Laws 61 5.14 Tax Matters 61 5.15 Absence of Certain Changes 63 5.16 PIPE Investments 63 5.17 Transactions with Affiliates 64 5.18 Information Supplied 64 5.19 Certain Business Practices 64 5.20 Trade Controls 65 5.21 Investigation; No Other Representation 65 5.22 EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES 66
REPRESENTATIONS AND WARRANTIES RELATING TO THE BUSINESS. Subject to Section 11.11, except as set forth in the Amber Disclosure Schedules, each of the Amber Entities hereby represents and warrants to ARYA, in each case, as of the date of this Agreement and as of the Closing, as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE BUSINESS. Except as set forth in the Disclosure Schedule, the Seller hereby represents and warrants to the Purchaser as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE BUSINESS. 28 3.1 Organization of the Company and the Subsidiary. 28
REPRESENTATIONS AND WARRANTIES RELATING TO THE BUSINESS. Except as set forth in the Disclosure Letters attached hereto, the Sellers hereby represent and warrant to the Buyer as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE BUSINESS. The Vendor hereby represents and warrants to the Purchaser and API, as set out in this Article 5 and acknowledge that each of the Purchaser and API are relying upon such representations and warranties in connection with the purchase of the Purchased Assets and the assumption of the Assumed Liabilities:
REPRESENTATIONS AND WARRANTIES RELATING TO THE BUSINESS. Seller hereby represents and warrants to Buyer as of the date hereof:
