REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COMPANY. The Operating Partnership and the Company hereby jointly and severally represent and warrant to the Contributor with respect to the Company that:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COMPANY. The Company represents, warrants and undertakes to the Purchaser that, except as set forth on the Disclosure Schedule:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COMPANY. The Company represents, warrants and undertakes to the Purchaser the following:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COMPANY. The Company represents and warrants to Purchaser that, except as set forth in a Schedule hereto, the statements contained in this Article IV are true and correct as of the date of this Agreement and, if the Closing occurs, as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties will be true and correct as of such date (it being understood that the disclosure of an item in one Section of the Schedules shall be deemed to modify and limit both (x) the representations and warranties contained in the Section to which it corresponds, and (y) any other representation and warranty of the Company in this Agreement to which the relevance of such item or exception in such other Section of the Schedules is reasonably apparent):
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COMPANY. AND SELLERS 29 Section 4.1 Organization and Authority 29 Section 4.2 Capitalization 30 Section 4.3 Equity Commitments 30 Section 4.4 Ownership of Equity 31 Section 4.5 Non-Contravention; Consents 31 Section 4.6 Subsidiaries 32 Section 4.7 Financial Statements 32 Section 4.8 Undisclosed Liabilities 33 Section 4.9 Absence of Certain Changes, Events and Conditions 33 Section 4.10 Material Contracts 35 Section 4.11 Title to, Condition and Sufficiency of Assets 37 Section 4.12 Real Property 38 Section 4.13 Intellectual Property 39 Section 4.14 Recall and Defective Products 43 Section 4.15 Inventory 44 Section 4.16 Accounts 44 Section 4.17 Customers and Suppliers 44 Section 4.18 Insurance 45 Section 4.19 Legal Proceedings; Governmental Orders 45 Section 4.20 Compliance with Laws; Permits 46 Section 4.21 Environmental Matters 46 Section 4.22 Employee Benefit Matters 47 Section 4.23 Employees, Consultants and Contractors 49 Section 4.24 Taxes 50 Section 4.25 Books and Records 54 Section 4.26 Brokers or Finders 54 Section 4.27 Affiliate Transactions 54 Section 4.28 Patriot Act / Economic Sanctions 54 Section 4.29 No Illegal Payments 55 Section 4.30 Anti-Money Laundering 56 Section 4.31 Banks; Powers of Attorney 56 Section 4.32 Full Disclosure 56 Section 4.33 COVID-19 56 Section 4.34 Securities Matters 56 ARTICLE V REPRESENTATIONS AND WARRANTIES OF PURCHASER 58 Section 5.1 Organization and Authority of Purchaser 59 Section 5.2 Non-Contravention; Consents 59 Section 5.3 Capitalization 60 Section 5.4 Undisclosed Liabilities 60 Section 5.5 Brokers or Finders 60 Section 5.6 Securities Laws Filings 60 Section 5.7 No Cease Trade 61 Section 5.8 Litigation 61 ARTICLE VI COVENANTS 61 Section 6.1 Conduct of the Business Prior to Closing 61 Section 6.2 Access to Books and Records 65 Section 6.3 Notice Regarding Changes 65 Section 6.4 Confidentiality 66 Section 6.5 Further Assurances 67 Section 6.6 Personal Guarantees 67 Section 6.7 No Solicitation of Other Bids 67 Section 6.8 Reasonable Best Efforts 68 Section 6.9 Monthly Financial Reporting and Financial Statements 70 Section 6.10 Closing Conditions 71 Section 6.11 Public Filings and Announcements 71 Section 6.12 Closing Share Consideration Assignments/Transfer and Lock-up 71 Section 6.13 Related Party Debt 72 Section 6.14 Removal of Restrictive Legends and Rule 144 Compliance 72 ARTICLE VII TAX MATTERS 73 Section 7.1 Tax Covenants 73 Section 7.2 Termination of Existing Tax Sharing Agreements 74 Section 7.3 Tax Indemnificatio...
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COMPANY. Except as set forth in the Disclosure Schedule furnished pursuant to this Agreement, the Company represents and warrants to the Investors (and each of them), at and as of the date hereof and also at and as of the Closing and as of the Second Tranche Closing that:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COMPANY. Sellers hereby jointly and severally represent and warrant to Buyer as follows, except as expressly set forth herein and in the corresponding section of the Disclosure Letter with respect to the representations and warranties of Sellers contained in this Article VI, delivered by Sellers to Buyer herewith (the “Company Disclosure Letter”). The Company Disclosure Letter shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Agreement and the disclosure in any paragraph shall, to the extent reasonably apparent that the matter disclosed is relevant to another paragraph in this Agreement, qualify such other paragraph.
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COMPANY. Subject to such exceptions specifically disclosed in (x) any SEC Filings filed by the Company with the SEC prior to the date hereof (excluding any disclosures set forth in the SEC Filings under the headings “Risk Factors” and “Forward-Looking Statements” and any other disclosures in any other forward-looking or cautionary statements) and (y) the Disclosure Schedule, each of the Founder and the Selling Shareholder hereby, jointly and severally, represents and warrants to the Investor that each of the representations and warranties contained in this Section 3.2 is true, complete and not misleading as of the date of this Agreement, and each of such representations and warranties shall be true, complete and not misleading on and as of the date of the Closing, with the same effect as if made on and as of the date of the Closing (unless such representation or warranty by its term speaks of a specified date, in which case the accuracy of such representation or warranty will be determined with respect to such date).
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COMPANY. Subject to the exceptions, qualifications and other matters set forth in the disclosure letter delivered by the Sellers to Parent concurrently with the execution of this Agreement (the “Seller Disclosure Letter”) (each of which, in order to be effective, shall indicate the Section and, if applicable, the subsection of this Article II to which it relates (unless and only to the extent the relevance to other representations and warranties is reasonably apparent from the face of the disclosures)), each Seller, severally and not jointly, and the Company represents and warrants to Parent and Acquirer as of the Agreement Date and as at the Closing Date as follows (provided, however, that with respect to this Article II, all references to the Company and its Subsidiaries shall be deemed to be references to the Company and its Subsidiaries after taking into account the Reorganizations):
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COMPANY. As an inducement to Buyer to enter into this Agreement, each of Parent and Seller jointly and severally represent and warrant to Buyer that:
