OF THE SELLER. As an inducement to the Buyer to enter into this Agreement, the Seller hereby represents and warrants to the Buyer as follows:
OF THE SELLER. Except as set forth in the Disclosure Schedules attached hereto (collectively, the “Disclosure Schedules”), the Seller hereby represents and warrants to the Buyer as follows:
OF THE SELLER. The Seller hereby represents and warrants as follows:
OF THE SELLER. The Seller hereby represents and warrants to the Purchaser, subject to such exceptions as are disclosed in writing in the Seller Disclosure Schedule, as follows:
OF THE SELLER. The Seller represents and warrants to each Purchaser as follows:
OF THE SELLER. Subject to the provisions of this §6, the Seller shall be indemnified from and against any and all Losses incurred by the Seller as a result of the failure or breach of any representation, warranty or covenant made by the Buyer in this Agreement.
OF THE SELLER. The Seller hereby represents and warrants to the Purchaser (i) as of the date hereof and (ii) as of the Closing Date (unless in the case of clause (ii) specifically made by its terms as of another date, in which case as of such specified date), subject to such exceptions as are disclosed in writing in the Disclosure Schedules, as follows:
OF THE SELLER. At any time and from time to time after the Closing, at the Buyer’s reasonable request and without further consideration therefor, the Seller shall execute and deliver to the Buyer such other documents or instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions, as may reasonably be requested in order more effectively to transfer, convey and assign to the Buyer, or confirm the title or rights of the Buyer in or to, all of the Transferred Assets, to put the Buyer in actual possession and control of the Transferred Assets to the full extent permitted by applicable Law, and otherwise to cause the Seller to fulfill its obligations under the Transaction Agreements to which it is a party.
OF THE SELLER. The Seller hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date, or, if a representation or warranty is made as of a specified date, as of such date, as follows:
OF THE SELLER. Disclosure Schedules contains a correct and complete list of all insurance policies, surety bonds, reinsurance, and self-insurance programs (including the scope and amount of the coverage provided thereunder) maintained by Seller (“Insurance Policies”). Except as would not be reasonably expected to have a Material Adverse Effect, (a) all such Insurance Policies are in full force and effect, (b) such Insurance Policies provide coverage in such amounts and against such risks as is sufficient to comply with applicable Law and any requirements under the Contracts, and (c) Seller’s Insurance Policies for (i) Error and Omissions and (ii) Directors and Officers Liability, each currently have, or if not already owned, Seller shall purchase before Closing, with all premiums pre-paid, from Chubb (or an insurance company satisfactory to Purchaser), an endorsement for a tail coverage, each with a limit of at least ten million ($10,000,000) dollars, that permits Seller to report claims that are made against Seller for six (6) years after such Insurance Policy has expired or been canceled, if the wrongful act that gave rise to the claim took place during the during the expired or canceled policy period. Seller is in compliance in all material respects with the terms of all material Insurance Policies and programs and has not failed to give any material notice or present any material claim under any Insurance Policy or programs within the time periods required. To the Knowledge of Seller, there are no pending notices of cancellation or non-renewal of any such Insurance Policy or programs nor has the termination of any such insurance policy and program been threatened in writing by the provider of such insurance.
