REPRESENTATIONS, WARRANTIES, COVENANTS, ETC. The representations and warranties of the Seller contained in this Agreement and the Ancillary Documents, taken together with the Exhibits and Schedules attached hereto, shall have been true and correct in all material respects on the date hereof and, taken together with the amended Schedules attached hereto on the Closing Date, shall also be true and correct in all material respects on and as of the Closing Date, except for changes contemplated by this Agreement, with the same force and effect as if made on and as of the Closing Date; and the Seller shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by each of them on or prior to the Closing Date.
REPRESENTATIONS, WARRANTIES, COVENANTS, ETC of the Company. The Company represents and warrants to the Holder that the following matters are true and correct on the date of execution and delivery of this Agreement, will be true and correct on the Closing Date and the Company covenants and agrees with the Holder as follows:
REPRESENTATIONS, WARRANTIES, COVENANTS, ETC. OF THE BUYER. 8
REPRESENTATIONS, WARRANTIES, COVENANTS, ETC. The representations and warranties of MPC and the Stockholders contained in this Agreement and/or the other Transaction Documents, taken together with the Exhibits and Schedules attached hereto, shall have been true and correct in all material respects on the date hereof and, taken together with the Schedules attached hereto on the Closing Date, shall also be true and correct in all material respects on and as of the Closing Date, except for changes contemplated by this Agreement, with the same force and effect as if made on and as of the Closing Date; and MPC and the Stockholders shall have performed or complied in all material respects with all agreements and covenants required by this Agreement and/or the other Transaction Documents to be performed or complied with by it on or prior to the Closing Date.
REPRESENTATIONS, WARRANTIES, COVENANTS, ETC. OF THE COMPANY. 10
REPRESENTATIONS, WARRANTIES, COVENANTS, ETC. The representations and warranties of DPW contained in this Agreement and/or the other Transaction Documents, taken together with the Exhibits and Schedules attached hereto, shall have been true and correct in all material respects on the date hereof and, taken together with the Schedules attached hereto on the Closing Date, shall also be true and correct in all material respects on and as of the Closing Date, except for changes contemplated by this Agreement, with the same force and effect as if made on and as of the Closing Date; and DPW shall have performed or complied in all material respects with all agreements and covenants required by this Agreement and/or the other Transaction Documents to be performed or complied with by it on or prior to the Closing Date.
REPRESENTATIONS, WARRANTIES, COVENANTS, ETC. The representations and warranties of MSC contained in this Agreement and/or the other Transaction Documents, taken together with the Exhibits and Schedules attached hereto, shall have been true and correct in all material respects on the date hereof and, taken together with the Schedules attached hereto on the Closing Date, shall also be true and correct in all material respects on and as of the Closing Date, except for changes contemplated by this Agreement, with the same force and effect as if made on and as of the Closing Date; and MSC shall have performed or complied in all material respects with all agreements and covenants required by this Agreement and/or the other Transaction Documents to be performed or complied with by it on or prior to the Closing Date.
REPRESENTATIONS, WARRANTIES, COVENANTS, ETC. OF PFIZER Pfizer represents and warrants to, and covenants and agrees with, the Company as follows:
REPRESENTATIONS, WARRANTIES, COVENANTS, ETC. OF THE COMPANY The Company represents and warrants to Pfizer that, except as specifically set forth in the Disclosure Schedule, the following matters are true and correct on the date of execution and delivery of this Agreement and will be true and correct on the Closing Date, and the Company covenants and agrees with Pfizer as follows:
REPRESENTATIONS, WARRANTIES, COVENANTS, ETC. Each representation, warranty, covenant, grant of security interest and other agreement originally made by Seitel and contained or referenced in the Loan Documents is hereby expressly affirmed, adopted, stated and ratified and agreed to by Eagle, and incorporated herein by reference, as if fully set forth herein. Seitel, Eagle and Guarantor hereby represent that neither Seitel, Eagle nor Guarantor has any offsets or claims against Compass arising under, related to, or connected with the Term Loan, the Loan Agreement, the Guaranty or any of the other Loan Documents.
