REPRESENTATIONS AND WARRANTIES RELATING TO THE BUYER. The Buyer represents and warrants to the Seller as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE BUYER. The Buyer represents and warrants to the Seller and the Company, as of the date of this Agreement and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE BUYER. 18 4.1. Organization....................................................18 4.2. Authorization...................................................18 4.3. No Violation or Approval........................................19 4.4. Brokers, Finders, etc...........................................19
REPRESENTATIONS AND WARRANTIES RELATING TO THE BUYER. In order to induce the Seller to enter into and perform this Agreement and to consummate the Contemplated Transactions, the Buyer represents and warrants to the Seller that:
REPRESENTATIONS AND WARRANTIES RELATING TO THE BUYER. 36 Section 4.1 Organization of the Buyer; Authorization of the Contemplated Transactions 36 Section 4.2 No Conflicts; Consents and Approvals 37 Section 4.3 Financial Ability to Perform 37 Section 4.4 Litigation 37 Section 4.5 Brokers 37 Section 4.6 Investigation by the Buyer 37 Article V COVENANTS 38 Section 5.1 Conduct of Business 38 Section 5.2 Access and Information 41 Section 5.3 Authorizations and Consents 42 Section 5.4 Preservation of Books and Records 43 Section 5.5 Public Statements 44 Section 5.6 Notification; Supplemental Disclosure 44 Section 5.7 Satisfaction of Closing Conditions 44 Section 5.8 Employee Benefits 45 Section 5.9 Post-Closing Procedures for Beneficial Owners. 47 Section 5.10 Exclusivity 47 Section 5.11 Confidentiality 48 Section 5.12 Restrictive Covenants 48 Section 5.13 [Reserved] 50 Section 5.14 Post-Closing Operations 50 Section 5.15 Receivables 51 Section 5.16 Retained Policies 52 Section 5.17 Change in Name 52 Article VI TAX MATTERS 52 Section 6.1 [Reserved] 52 Section 6.2 Transfer Taxes 52 Section 6.3 Tax Returns 52 Section 6.4 Employees 53 Article VII CONDITIONS TO CLOSING 53 Section 7.1 Conditions to Obligations of the Buyer 53 Section 7.2 Conditions to the Obligations of the Company. 56 Section 7.3 Conditions to the Obligations of Each Party 57 Article VIII INDEMNIFICATION. 57 Section 8.1 Survival 57 Section 8.2 Indemnification 58 Section 8.3 Limitations on Liability 59 Section 8.4 Procedures 62 Section 8.5 Other Matters 66 Section 8.6 Right of Set-Off 67 Article IX TERMINATION 68 Section 9.1 Termination 68 Article X MISCELLANEOUS 69 Section 10.1 Notices 69 Section 10.2 Assignment 70 Section 10.3 Further Assurances. 70 Section 10.4 Rights of Third Parties 71 Section 10.5 Expenses 71 Section 10.6 Counterparts 71 Section 10.7 Entire Agreement 71 Section 10.8 Disclosure Schedule 71 Section 10.9 Amendments 72 Section 10.10 Severability 72 Section 10.11 Arbitration 72 Section 10.12 Governing Law; Jury Waiver 73 Section 10.13 Appointment and Duties of the Beneficial Owner Representative 74 Section 10.14 Rules of Construction 77 Section 10.15 Specific Performance 78 Exhibit B - Form of Bill of Sale Exhibit C - Form of Release Exhibit D - Equity Interests Exhibit E - Form of Assignment and Assumption Agreement Exhibit F - Form of Trademark Assignment Agreement Exhibit G - [RESERVED] Schedule I - Allocation Methodology Schedule II - Net Working Capital THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of March 15, 2018 (...
REPRESENTATIONS AND WARRANTIES RELATING TO THE BUYER. The Buyer represents and warrants to the Company and the Beneficial Owners that the statements contained in this Article IV are true and correct as of the Signing Date (except that any representations and warranties that are made as of a specific date need only be true as of such date).
REPRESENTATIONS AND WARRANTIES RELATING TO THE BUYER. The Buyer represents and warrants to the Sellers (which representations and warranties shall be deemed to be made again on and as of the Closing Date (except that any such representation or warranty that expressly is given only as of a particular date or period and relates solely to such particular date or period shall be given only as of such date or period)) as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE BUYER. 4.1 Organization...........................................................13 4.2
REPRESENTATIONS AND WARRANTIES RELATING TO THE BUYER. 4.1 Organization 13 4.2 Authority; Enforceability 13
4.3 Consents and Approvals; No Violation 13 4.4 Litigation 14 4.5 Brokers 14 4.6 Buyer's Stock 14
REPRESENTATIONS AND WARRANTIES RELATING TO THE BUYER. 5.1 Organization _ 5.2 Authority; Enforceability _
