REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY. The Company represents and warrants to Purchaser as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY. The TCP Entities, jointly and severally, represent and warrant to each Underwriter as of the date hereof, the Applicable Time and the Closing Time (as defined below), and agree with each Underwriter, as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY. The Selling Members, jointly and severally, hereby represent and warrant to Purchaser that:
REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY. The THL Entities, jointly and severally, hereby represent and warrant to each Underwriter as of the date hereof, as of the Applicable Time referred to in Section 1(a)(i) hereof, as of the Closing Time referred to in Section 2(c) hereof, and as of each Date of Delivery (if any) referred to in Section 2(b) hereof, and agrees with each Underwriter, as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY. The Company and the Advisor, jointly and severally, hereby represent and warrant to each Underwriter as of the date hereof, as of the Applicable Time referred to in Section 1(a)(i) hereof, as of the Closing Time referred to in Section 2 hereof and agrees with each Underwriter, as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY. As a material inducement to the Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, the Company and each of the Sellers, jointly and severally, represent and warrant to the Buyer, as of the date hereof and as of the Closing, as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY. Except as disclosed in the Disclosure Schedule, Seller hereby represents and warrants to Buyer as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY. 6 Section 4.1. Organization and Existence 6 Section 4.2. Capitalization 6 Section 4.3. Subsidiaries 7 Section 4.4. Noncontravention 7 Section 4.5. Financial Statements 8 Section 4.6. Absence of Certain Changes or Events 8 Section 4.7. Legal Proceedings 8 Section 4.8. Compliance with Laws; Permits; Filings 9 Section 4.9. Material Contracts 9 Section 4.10. Real Property 11 Section 4.11. Employee Benefits 12 Section 4.12. Labor and Employment Matters 13 Section 4.13. Environmental Matters. 14 TABLE OF CONTENTS (continued) Page Section 4.14. Insurance 14 Section 4.15. Taxes 15 Section 4.16. Intellectual Property 16 Section 4.17. Absence of Undisclosed Liabilities 16 Section 4.18. Indebtedness 17 Section 4.19. Affiliate Transactions 17 Section 4.20. Brokers 17 Section 4.21. Dividends and Distributions 17 Section 4.22. Regulation as a Holding Company 17 Section 4.23. Assets; Rates 17 Section 4.24. Exclusive Representations and Warranties 17 ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE BUYER 18 Section 5.1. Organization and Existence 18 Section 5.2. Authority and Enforceability 18 Section 5.3. Noncontravention 18 Section 5.4. Legal Proceedings 19 Section 5.5. Available Funds 19 Section 5.6. No Distribution 20 Section 5.7. Investigation 20 Section 5.8. Regulation as a Holding Company 20 Section 5.9. No Conflicting Contracts 20 Section 5.10. Brokers 20 ARTICLE VI COVENANTS 20 Section 6.1. Access to Information 20 Section 6.2. Conduct of Business Pending the Closing 22 Section 6.3. Letter of Credit 26 Section 6.4. Non-Solicitation 27 Section 6.5. Confidentiality; Publicity 27 Section 6.6. Expenses 28 Section 6.7. Governmental Filings. 28 TABLE OF CONTENTS (continued) Page Section 6.8. Transfer Taxes 30 Section 6.9. Tax Matters 30 Section 6.10. Schedule Update 32 Section 6.11. Further Actions 32 Section 6.12. VCS Payments 33 Section 6.13. Non-Solicitation of Employees 33 Section 6.14. Employee Matters 33 Section 6.15. Indemnification and Insurance 34 Section 6.16. Additional Financial Statements 36 Section 6.17. Intercompany Accounts 36 Section 6.18. Transition Committee 36 Section 6.19. Additional Information 37 Section 6.20. Financing. 37 Section 6.21. Indebtedness 38 ARTICLE VII CLOSING CONDITIONS 38 Section 7.1. The Buyer’s Conditions to Closing 38 Section 7.2. The Sellers’ Conditions to Closing 39 ARTICLE VIII TERMINATION 40 Section 8.1. Grounds for Termination 40 Section 8.2. Effect of Termination 42 Section 8.3. Termination Fee 42 ARTICLE IX INDEMNIFICATION...
REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY. The Gxxxxxxx Entities, jointly and severally, hereby represent and warrant to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agree with each Underwriter, as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY. As a material inducement to Parent and Merger Sub to enter into this Agreement and to consummate the transactions contemplated hereby, the Company represents and warrants to Parent and to Merger Sub, as of the date hereof and as of the Closing, except as set forth on the Disclosure Schedule, as follows:
