REPRESENTATIONS AND WARRANTIES OF MERGER PARTNER Sample Clauses

REPRESENTATIONS AND WARRANTIES OF MERGER PARTNER. Except as set forth herein or in the disclosure schedule delivered or made available by ▇▇▇▇▇▇ Partner to Public Company and Merger Sub on the date of this Agreement (the “Merger Partner Disclosure Schedule”), Merger Partner represents and warrants to Public Company and Merger Sub as follows:

REPRESENTATIONS AND WARRANTIES OF MERGER PARTNER. Merger Partner represents and warrants to Public Company and the Transitory Subsidiary that the statements contained in this Article III are true and correct, except as expressly set forth herein or in the disclosure schedules attached hereto on the date of this Agreement (the “Merger Partner Disclosure Schedule”). The Merger Partner Disclosure Schedule shall be arranged in sections corresponding to the numbered and lettered sections contained in this Article III and the disclosure in any section shall qualify (1) the corresponding section in this Article III and (2) the other sections in this Article III only to the extent that it is reasonably apparent from a reading of such disclosure that it also qualifies or applies to such other sections. For purposes hereof, “to the knowledge of Merger Partner” and similar expressions mean the knowledge of the persons identified on the Merger Partner Disclosure Schedule for this purpose, as well as any other knowledge which such persons would have possessed had they made reasonable inquiry with respect to the matter in question.

REPRESENTATIONS AND WARRANTIES OF MERGER PARTNER. Merger Partner hereby represents and warrants to Buyer, Remainco, Spinco and Shareholder that:

REPRESENTATIONS AND WARRANTIES OF MERGER PARTNER. 6 3.1 Organization, Standing and Power 7 3.2 Capitalization 8

REPRESENTATIONS AND WARRANTIES OF MERGER PARTNER. Merger Partner hereby represents and warrants to Holder as follows: (a) Merger Partner is an entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept or equivalent) under the Laws of the jurisdiction of its organization. (b) Merger Partner has all requisite capacity, power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. This Agreement has been duly executed and delivered by or on behalf of ▇▇▇▇▇▇ Partner and, assuming the due authorization, execution and delivery of this Agreement by Holder, this Agreement constitutes a legal, valid and binding obligation of Merger Partner, enforceable against Merger Partner in accordance with its terms, except to the extent that enforcement may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws affecting creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law).

REPRESENTATIONS AND WARRANTIES OF MERGER PARTNER. Except as set forth (a) in the part or subpart of the Merger Partner Disclosure Letter corresponding to the particular Section or subsection in this Article III in which such representation and warranty appears, (b) in any other part or subpart of the Merger Partner Disclosure Letter to the extent it is reasonably apparent on the face of such disclosure that such disclosure is relevant to such other representation and warranty and (c) other than with respect to the representations and warranties in Section 3.3 (Capitalization), Section 3.4 (Authority; Binding Nature of Agreement), Section 3.5 (Non-Contravention; Consents), Section 3.21 (Vote Required), Section 3.22 (Financial Advisors) and Section 3.23 (Takeover Statutes), any information set forth in the Merger Partner SEC Documents filed on the SEC’s ▇▇▇▇▇ database on or after the Lookback Date and publicly available at least three (3) Business Days prior to the date hereof (the “Qualifying Merger Partner SEC Documents ”) (but excluding any supplements or amendments thereto to the extent such supplement or amendment is not publicly filed prior to the date hereof) to the extent it is reasonably apparent on the face of such disclosure that such information is relevant to such representation or warranty, other than information set forth therein under the headings “Risk Factors” or “Forward-Looking Statements” and any other information or statement set forth therein that is primarily cautionary, predictive or forward-looking in nature, Merger Partner hereby represents and warrants to Remainco, Spinco, Buyer and Buyer Sub as follows:

REPRESENTATIONS AND WARRANTIES OF MERGER PARTNER. Except as set forth herein, ▇▇▇▇▇▇ Partner hereby represents and warrants to Public Company and Merger Sub as follows:

REPRESENTATIONS AND WARRANTIES OF MERGER PARTNER. 41 3.1 Subsidiaries; Due Organization .....................................................................................42 3.2 Certificate of Organization and Other Governing Documents ......................................43 3.3 Capitalization .................................................................................................................43 3.4 Authority; Binding Nature of Agreement ......................................................................45 3.5 Non-Contravention; Consents ........................................................................................46 3.6 SEC Filings; Financial Statements ................................................................................47 3.7 Absence of Certain Changes ..........................................................................................50 3.8

REPRESENTATIONS AND WARRANTIES OF MERGER PARTNER. Merger Partner represents and warrants to DPI as follows, except as set forth in the written disclosure schedule delivered or made available by Merger Partner to DPI (the “Merger Partner Disclosure Schedule”). The Merger Partner Disclosure Schedule shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in this Section 2. The disclosure in any section or subsection of the Merger Partner Disclosure Schedule shall qualify other sections and subsections in this Section 2 only to the extent it is readily apparent that the disclosure contained in such section or subsection of the Merger Partner Disclosure Schedule contains enough information regarding the subject matter of the other representations in this Section 2 as to clearly qualify or otherwise clearly apply to such other representations and warranties.