Sole Representations Sample Clauses

Sole Representations. 18 ARTICLE VI--COVENANTS RELATING TO CONDUCT OF BUSINESS PRIOR TO MERGER..................................................................................................... 18 6.1 Conduct of Business of the Company............................................................... 18 6.2 Changes in Employment Arrangements............................................................... 19 6.3 Severance........................................................................................ 20 6.4 WARN............................................................................................. 20 ARTICLE VII--ADDITIONAL AGREEMENTS........................................................................... 20 7.1 Preparation of Proxy Statement: Stockholder Meeting.............................................. 20 7.2 Access to Information, Confidentiality........................................................... 21 7.3
Sole Representations. The representations and warranties set forth in this Section 3.17 are the Company’s and Sellers’ sole and exclusive representations and warranties regarding employee benefit matters.
Sole Representations. The representations and warranties contained in this Agreement are the sole representations and warranties that the Buyer and MergerCo are making in connection with the transactions contemplated herein. Except as set forth in the Disclosure Schedule, any matter that is set forth in any Section of this Agreement or the Disclosure Schedule shall be deemed to be set forth in all Sections of the Disclosure Schedule to which it may be applicable.
Sole Representations. The foregoing constitutes the sole representations and warranties made by the Company under this Merger Agreement and in connection with the transactions contemplated hereby. The Company does not make and hereby disclaims any other representations or warranties.
Sole Representations. Notwithstanding any other provisions of this Agreement to the contrary, Section 3.9 contains the Company’s sole representations and warranties regarding Advertising Leases, Access Agreements, Lease Relationship Agreements, Notices of Violation and Advertising Permits, Section 3.10 contains the Company’s sole representations and warranties regarding the Kiosk Business, the Kiosk Franchise Agreement and the other Kiosk Business Material Contracts and Kiosk NOVs, Section 3.11 contains the Company’s sole representations and warranties regarding the infringement or misappropriation of Intellectual Property, Section 3.14 contains the Company’s sole representations and warranties regarding Environmental Matters, Section 3.16 contains the Company’s sole representations and warranties regarding labor matters, Section 3.17 contains the Company’s sole representations and warranties regarding ERISA and employee benefit plan matters, and Section 3.18 contains the Company’s sole representations and warranties regarding Taxes.
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Sole Representations. Nothing in this Section 4.22 or otherwise in this Agreement shall be construed as a representation or warranty with respect to (i) the amount or availability in a taxable period (or portion thereof) beginning after the Closing Date of any net operating loss, capital loss, or Tax credit carryover or any other Tax attribute or asset of the Company or (ii) any Tax position that Buyer and its Affiliates (including the Company after the Closing) may take in or in respect of a taxable period (or portion thereof) beginning after the Closing Date. The representations and warranties set forth in this Section 4.22 are the sole and exclusive representations and warranties hereunder pertaining or relating to Tax matters of the Company and the Seller Group, and no other representation or warranty set forth herein shall be read or construed so as to address Tax matters of the Company and the Seller Group.
Sole Representations. Except for certain representations related to Taxes in Section 3.17, the representations and warranties set forth in this Section 3.19 are the Company’s and Sellers’ sole and exclusive representations and warranties regarding Tax matters.
Sole Representations. The representations and warranties contained herein constitute the sole representations and warranties which are being extended by the Sellers with respect to the transaction contemplated herein.
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