WARRANTIES OF PURCHASER. Purchaser hereby represents and warrants to Seller as follows:
WARRANTIES OF PURCHASER. Purchaser hereby represents and warrants to Seller that:
WARRANTIES OF PURCHASER. Purchaser has full corporate power and authority to enter into this Agreement and to consummate the transactions that are contemplated by this Agreement and to perform its obligations hereunder. All authorizations and consents necessary for the execution and delivery of this Agreement on behalf of Purchaser have been obtained by Purchaser. This Agreement has been duly authorized, executed and delivered by or on behalf of Purchaser and constitutes a valid and binding agreement of Purchaser enforceable against Purchaser in accordance with the terms hereof.
WARRANTIES OF PURCHASER. Purchaser hereby makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at the Closing, to the Company, and all such representations and warranties shall survive the Closing:
WARRANTIES OF PURCHASER. Purchaser hereby warrants to Sellers that the following warranties in this Article IV are true and accurate at the date of this Agreement:
WARRANTIES OF PURCHASER. No warranty given by Purchaser on the date of this Agreement shall have been untrue or incorrect (without giving effect to any limitation as to “materiality” or “Purchaser Material Adverse Effect” set forth therein) when given on the date of this Agreement, where such breach or failure, individually or in the aggregate, has had or is reasonably expected to have a Purchaser Material Adverse Effect.
WARRANTIES OF PURCHASER. Each of NESR and Olayan hereby severally warrants to the Selling Stockholders that the statements contained in this Article IV are true and correct as of the date of this Agreement and will be true and correct as of the NESR Closing Date and the Olayan Closing Date, respectively:
WARRANTIES OF PURCHASER. Except as fairly disclosed, other than in respect of the Purchaser Fundamental Warranties, in (i) the disclosure schedules delivered by Purchaser to the Company and the Company Shareholders on the date hereof (the “Purchaser Disclosure Schedules”) or (ii) the SEC Reports that are available on the SEC’s website through EXXXX prior to the date of this Agreement, Purchaser warrants to the Company, Pubco, Merger Sub and the Company Shareholders, as of the date hereof and as of the Merger Closing, as follows:
WARRANTIES OF PURCHASER. Except as (a) disclosed in any Purchaser SEC Documents filed after December 31, 2017 and publicly available prior to the date hereofEffective Date or (b) as set forth in, or qualified by, any matter referred to or contained in the Purchaser Disclosure Schedule, Purchaser hereby warrants to Everest, Olympus and each Seller as follows:
WARRANTIES OF PURCHASER. Purchaser makes the representations and warranties set forth below and agrees that such warranties and representations shall be deemed republished at there time of closing and shall survive the closing:
(a) That it is a corporation duly organized and lawfully existing under the laws of the State of Delaware and that it is duly existing and in good standing under the laws of the State of New Jersey, having filed the necessary documentation so as to register to do business in the said State of New Jersey.
(b) That it has the right to make, execute and perform this Agreement; and that the execution, delivery and performance of this Agreement does not constitute a violation of Purchaser's Certificate of Incorporation, bylaws, or any other instrument to which Purchaser is a party or by which Purchaser may be bound.
(c) That the execution and delivery of this Agreement and the performance by Purchaser of the obligations to be performed by it hereunder have been duly authorized by the proper corporate. actions of the board of directors as may be necessary, and that there is no agreement of any kind that would prohibit or restrict such corporate actions.
(d) That the corporate officers executing this Agreement are duly elected officers of the Corporation and have received the authority to make and execute this Agreement and to bind Purchaser hereto.
(e) That is it solvent and has the funds available for the acquisition of the License in the manner contemplated herein.
(f) That it is not disqualified from holding an alcoholic beverage license in the State of New Jersey.
