MATERIALITY OF REPRESENTATIONS AND WARRANTIES. Each of the representations and warranties made by the Guarantors herein is deemed to be material to inducing Landlord to enter into the Lease and to perform Landlord's obligations thereunder. The Guarantors acknowledge that Landlord by virtue of entering into the Lease and performing its obligations thereunder has acted and changed and shall hereafter act and change its position in reliance of this Guarantee and the Guarantors' representations and warranties made herein.
MATERIALITY OF REPRESENTATIONS AND WARRANTIES. Each of the representations, warranties and covenants contained herein have been made by Borrower to Lender in order to induce Lender to enter into this Agreement and shall survive the execution and delivery of this Agreement and the making of any advance hereunder. Each of the representations, warranties and covenants of Borrower contained herein shall be deemed to be material and to have been relied upon by Lender notwithstanding any investigation made by Lender. This Agreement and all of the covenants, warranties and representations of Borrower and all of the powers and rights of Lender hereunder shall be in addition to and cumulative of all other covenants, representations and warranties of Borrower and all other rights and powers of Lender contained in or provided for in any other instrument or document now or hereafter executed and delivered by Borrower to or in favor of Lender.
MATERIALITY OF REPRESENTATIONS AND WARRANTIES. 31 Exhibits -------- Exhibit A The Consulting Agreement Exhibit B-1 The Services Agreement (SECOM Co., Ltd.) Exhibit B-2 The Services Agreement (SECOM LINES K.K.) Schedules --------- 4.7 Subsidiaries 4.8 Financial Statements 4.9 Absence of Certain Changes 4.10 Tax Returns, Taxes 4.12 Title to and Condition of the Assets of the Company 4.14 Employee Benefit Plans and Other Arrangements
MATERIALITY OF REPRESENTATIONS AND WARRANTIES. The --------------------------------------------- representations and warranties contained in Sections 4 and 5 of this Agreement or in any Transaction Document or any other document delivered to the Buyer or the Seller and the Company, as the case may be, pursuant to this Agreement are deemed to be material and the party to whom said representations and warranties are made is entering into this Agreement relying on such representations and warranties.
MATERIALITY OF REPRESENTATIONS AND WARRANTIES. Except as otherwise expressly provided in this Agreement, all representations, warranties, covenants and agreements of the Parties contained in this Agreement shall be considered material and shall be effective and survive the execution and delivery of this Agreement.
MATERIALITY OF REPRESENTATIONS AND WARRANTIES. Matters excluded from the representations and warranties as immaterial for any reason (including, without limitation, the absence of a Material Adverse Effect) or as a result of the qualification of the Company's knowledge would not, in the aggregate, have a Material Adverse Effect after giving effect to improvements in the Company's business, operations, properties or financial condition after the date hereof (but without giving effect to the transactions contemplated herein) which alone or in the aggregate, would have a favorable effect on the business, operations, properties or financial condition of the Company and its Subsidiaries.
MATERIALITY OF REPRESENTATIONS AND WARRANTIES. Notwithstanding anything contained herein, no condition involving the accuracy of representations and warranties made by HK as of the date hereof or the Effective Time shall be deemed not fulfilled, and Parent and SUB shall not be entitled to fail to consummate the transactions contemplated by this agreement or terminate this agreement on such basis, if the respects in which such representations and warranties are untrue, in the aggregate, would not be reasonably likely to result in a Material Adverse Effect on HK, determined by reference to the business, assets, results of operations or financial condition of HK at July 31, 1995. Notwithstanding anything contained herein, no condition involving the accuracy of representations and warranties made by Parent and SUB as of the date hereof or the Effective Time shall be deemed not fulfilled, and HK shall not be entitled to fail to consummate the transactions contemplated by this agreement or terminate this agreement on such basis, if the respects in which such representations and warranties are untrue, in the aggregate, would not be reasonably likely to result in a Material Adverse Effect on the ability of Parent and SUB to perform their respective obligations hereunder. 7.
MATERIALITY OF REPRESENTATIONS AND WARRANTIES. Each of the representations and warranties contained in this Agreement, in any attachment hereto, or any certificate delivered in connection herewith, shall be considered a material warranty and representation which was made as a substantial inducement to the execution of this Agreement and any breach of any such representation and warranty shall be considered a material breach of this Agreement. Publicity. No statement concerning the transactions contemplated by this Agreement shall be made or release to any medium of public communication except with the prior written approval of Buyer and Seller (such approval shall be not unreasonably withheld) and except to the extent that counsel advises such party that disclosure is legally required.
MATERIALITY OF REPRESENTATIONS AND WARRANTIES. 40 EXHIBITS EXHIBIT 2.3(a) - Calculation of IMR Shares EXHIBIT 2.3(b) - Form of Instructions to IMR's Transfer Agent EXHIBIT 2.9 - Shareholder Certificate EXHIBIT 3.1 - Fusion Shareholder List EXHIBIT 3.4 - Shareholder Agreement EXHIBIT 3.24 - Fusion Financial Statements EXHIBIT 5.7 - Brokers' or Finders' Fees EXHIBIT 7.1(a) - Form of Employment Agreement Schedule 3.3 - Fusion Organization Schedule 3.6 - Fusion Consents and Approvals; No Violations Schedule 3.9 - Fusion Employee Benefits Plan Schedule 3.10 - Fusion Other Benefit Plans Schedule 3.11 - Fusion Litigation Schedule 3.12 - Fusion Compliance with Applicable Law Schedule 3.15 - Fusion Tax Returns and Audits Schedule 3.16 - Fusion Material Contracts Schedule 3.17 - Fusion Insurance Schedule 3.18 - Fusion Subsidiaries Schedule 3.19 - Fusion Real Property Schedule 3.20 - Fusion Environmental and Employee Safety Matters Schedule 3.21 - Fusion Intellectual Property Schedule 3.23 - Fusion Employees and Independent Contractors Schedule 3.24 - Fusion Financial Statements Schedule 3.25 - Fusion Notes and Accounts Receivable ACQUISITION AGREEMENT This ACQUISITION AGREEMENT (the "Agreement"), dated as of March 26, 1999, by and among IMRglobal Corp., formerly Information Management Resources, Inc., a Florida corporation ("IMR"), IMR Sub AB Corp., a Florida corporation, which is an indirect wholly-owned subsidiary of IMR (the "Company"), Fusion System Japan Co., Ltd., a Japanese corporation (Kabushiki Kaisha) ("Fusion"), and Michael J. Alfant ("Alfant"), Boris Umylny ("Umylny"), Raymond F. Ribxxx ("Xxxxxx"), Xan L. Chun ("Xxxx"), Xxxxv Trehan ("Trxxxx"), Xxxxxx Xxboury ("Gabouxx"), Xxx Xogexx ("Rogxxx"), Xxxx Hymxx ("Xyman"), Xxxx Xxxxxr ("Xxxxxx"), Xxxxx Xxxxish ("Xxxlish"), Xxxxxx Hoxxxxx ("Hxxxxxx"), Xan Xxxxxxr ("Xxxxxxx"), Xxny Fujii ("Fujxx"), Xxxxxxx F. Xxxxxx ("Sixxxx"), Xxxin X. Xxxxr ("Xxxxx"), Xarvxx X. Wolxxxxx ("Xxxxxxxx") axx Xxxi Alxxxx ("Xx. Xxxant") (xollexxxxxxx, xxx "Xxxxon Xxxxxxxxders"). Alfant, Umylny, Ribble, Chun, Trehan, Gaboury, Rogers, Hyman, Tucker, English, Howells, Gardner, Fujii, Siegel, Weber and Wolfthal are sometimes collectively referred to as the "Manxxxxxnt Shareholders".
MATERIALITY OF REPRESENTATIONS AND WARRANTIES. The representations and warranties contained in Articles III and IV of this Agreement and the Shareholder's Certificate are deemed to be material and the party to whom said representations and warranties are made is entering into this Agreement relying on such representations and warranties.
