REPRESENTATIONS AND WARRANTIES WITH RESPECT TO BUYER. Buyer hereby represents and warrants to Seller as of the date hereof as follows:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO BUYER. ISG and Buyer hereby, jointly and severally, represent and warrant to Sellers as follows:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO BUYER. Buyer hereby represents and warrants to, and covenants and agrees with, the Company as follows:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO BUYER. Buyer hereby represents and warrants to Seller that the statements contained in this Article IV are true and correct, except as set forth in the Buyer Disclosure Schedules numbered to correspond to the Section of this Article IV to which such exception relates.
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO BUYER. 33 Section 4.1. Organization, Standing and Power ............................................................33 Section 4.2. Authority ....................................................................................................33 Section 4.3. Noncontravention; Governmental Approval ..............................................34 Section 4.4. Brokers and Other Advisors.......................................................................34
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO BUYER. 39 Section 4.1. Organization, Standing and Power 39 Section 4.2. Authority 39 Section 4.3. Noncontravention; Governmental Approval 39 Section 4.4. Brokers and Other Advisors 40 Section 4.5. Parent Common Stock. 40 ARTICLE V COVENANTS 40 Section 5.1. Subsequent Actions 40 Section 5.2. Public Announcements 41 Section 5.3. FIRPTA Certificate 41 Section 5.4. Taxes 41 Section 5.5. Non-Competition; Non-Solicitation; Non-Interference 41 Section 5.6. Transferred Employees 43 Section 5.7. Financing Efforts. 43 Section 5.8. Regulatory and Other Authorizations; Notices and Consents 44 Section 5.9. Reserved 44 Section 5.10. Reserved 44 Section 5.11. Reserved 44 Section 5.12. Reserved 44 Section 5.13. Name Change 44 Section 5.14. Reserved 44 Section 5.15. Post-Closing Cooperation 45 Section 5.16. Parent Guarantee 45 ARTICLE VI INDEMNIFICATION 45 Section 6.1. Escrow Fund 45 Section 6.2. Survival 45 Section 6.3. Indemnification by Seller and the Shareholder 46 Section 6.4. Indemnification by Buyer 47 Section 6.5. Escrow Period; Release of Escrow Fund 47 Section 6.6. Claims Upon the Escrow Fund 48 Section 6.7. Notification of Claims 48 Section 6.8. Additional Indemnification Provisions 49
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO BUYER. 20 5.1 Organization, Good Standing, and Authority of Buyer 20 5.2 No Conflicts 21 5.3 Litigation 21 5.4 Broker’s or Finder’s Fees 21 5.5 Investment Intent 21 5.6 Sufficiency of Funds 22 5.7 Independent Evaluation 22 5.8 Business Investigation; Disclaimer Regarding Projections 22 5.9 No Other Representations and Warranties 23 ARTICLE VI COVENANTS 23 6.1 Books and Records 23 6.2 Tax Matters 24 6.3 Employees 25 6.4 Fees and Expenses 27 6.5 Retention of Records by Seller 27 6.6 Public Announcements 28 6.7 Release 28 6.8 Certain Buyer Restrictions 29 6.9 Use of Nine Energy Marks 30 6.10 Certain Restrictions 31 6.11 Occurrence-Based Insurance Arrangements 33 6.12 [***] AR 33 ARTICLE VII CLOSING 34 7.1 Time and Place of Closing 34 7.2 Deliveries at the Closing 34 ARTICLE VIII INDEMNIFICATION 36 8.1 Survival 36 8.2 Indemnities of Seller 36 8.3 Indemnities of Buyer 39 8.4 Claim Procedures 40 8.5 Calculation, Timing, Manner, Characterization and Source of Indemnification Payments 40 8.6 Mitigation of Damages 41 8.7 Recovery 41 8.8 Reliance 41 8.9 Control of Third Person Claims 41 8.10 Exclusive Remedy 42 8.11 Limitation on Damages 43 8.12 Bold or Capitalized Letters 44 8.13 Disclaimer 44 ARTICLE IX MISCELLANEOUS PROVISIONS 46 9.1 Assignment 46 9.2 Amendments and Waiver 46 9.3 Entire Agreement 46
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO BUYER. As of the Closing Date (except with respect to those representations and warranties that are expressly made as of a specific date, which are made only as of such specific date), Buyer represents and warrants to Seller as follows:
