OF PURCHASER. Purchaser represents and warrants to Seller as follows:
OF PURCHASER. Ranger Holdings owns 100% of the outstanding equity securities and other interests (and rights to acquire equity securities or other interests) of Purchaser. None of the foregoing ownership interests have been granted in Breach of any preemptive rights. Except as set forth in Section 3.3 of the Disclosure Schedule, Purchaser does not have any outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, preemptive rights, or other Contracts or commitments that could require Purchaser to issue, sell, or otherwise cause to become outstanding any equity securities or other interests, or securities convertible or exchangeable for, or any options, warrants, or rights to purchase, any of such equity securities or other interests. There are no outstanding obligations of Purchaser to repurchase, redeem, or otherwise acquire any of its equity securities or other interests. Except as set forth in Section 3.3 of the Disclosure Schedule, there are no outstanding or authorized share appreciation, phantom equity, profit participation, or similar rights with respect to Purchaser. Except as set forth in Section 3.3 of the Disclosure Schedule, there are no voting agreements, voting trusts, proxies, registration rights agreements, member agreements, or other Contracts with respect to any of the equity securities or other interests of Purchaser.
OF PURCHASER. Purchaser hereby represents and warrants to the Sellers that the following statements are true and correct as of the date of this Agreement:
OF PURCHASER. As used in Section 7.2 of this Agreement, the phrase “current actual knowledge” of Purchaser means, and shall be limited to, the actual conscious knowledge of Xxxxx X. Xxxx and Xxxxx Xxxxxxxx (not including any constructive, imputed or implied knowledge), without special investigation or inquiry, in their respective representative capacities only (with no personal liability of any kind).
OF PURCHASER. To induce the Seller to enter into this Agreement, Purchaser makes the following representation, warranties and covenants, each of which is material to and is relied upon by Seller:
OF PURCHASER. As a material inducement to the Sellers to enter into this Agreement and to consummate the transactions contemplated hereby, Purchaser makes the following representations and warranties to Sellers as of the date of this Agreement (or if made as of a specific date, as of such date) and as of the Closing Date:
OF PURCHASER. Purchaser warrants that:
OF PURCHASER. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES IN ARTICLE III AND IN THE OTHER AGREEMENTS, NEITHER PURCHASER NOR ANY OF ITS AFFILIATES IS MAKING ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER.
OF PURCHASER. (a) Seller hereby agrees to indemnify and hold Purchaser harmless against each and every claim, demand, loss, liability, damage, or expense (including, without limitation, any settlement payment, reasonable attorneys' fees, and other expenses incurred in litigation or settlement or any claims) of whatever nature suffered by Purchaser or arising out of or in connection with (i) the conduct of the business of Motion Control up to the Effective Date (other than the Assumed Liabilities set forth on Schedule 1.6), and (ii) any material breach of warranty, covenant, or agreement or any material misrepresentation of Seller contained in this Agreement or in any Schedule or Exhibit attached-to or furnished pursuant to this Agreement any other document furnished or required to be furnished in connection with this Agreement or pursuant hereto.
OF PURCHASER. The obligation of Purchaser to consummate the transactions contemplated by this Contract is expressly subject to the satisfaction, on or prior to Closing, of all of the following conditions, compliance with which or the occurrence of which may be waived in whole or in part by Purchaser in writing:
