Regarding the Company. Seller represents and warrants to Buyer that the statements contained in this Article 4 are true and correct as of the date hereof.
Regarding the Company. The Seller makes the following representations and warranties, all to the best of his knowledge, to Purchaser as of the date hereof and as of the Closing Date, unless a different date is specifically provided herein.
Regarding the Company. The Company hereby agrees to hire, purchase, develop and maintain such dedicated personnel, facilities, equipment, software, resources and capabilities as both parties may mutually determine to be reasonably necessary for the satisfactory performance of the duties and responsibilities of the Company. The Company warrants and represents that its officers and supervisory personnel charged with carrying out services for the Fund possess the special skill and technical knowledge appropriate for that purpose. The Company shall at all times exercise due care and diligence in the performance of services for the Fund. The Company agrees that, in determining whether it has exercised due care and diligence, its conduct shall be measured by the standard applicable to persons possessing such special skill and technical knowledge.
Regarding the Company. The Sellers and the Company, jointly and severally, represent and warrant to the Buyer as follows:
Regarding the Company. Except as set forth in the Disclosure Schedule, the Company and the Shareholders jointly and severally represent and warrant as follows:
Regarding the Company. Except as set forth in Section 4 of the Disclosure Schedule in a numbered paragraph that corresponds to the section for which such disclosure is made, the Company hereby represents and warrants to the Purchaser, as of the date hereof or, if a representation or warranty is made as of a specified date, as of such date, as follows:
Regarding the Company. Except as specifically set forth in the Disclosure Schedule, Xxxxxx X. Xxxxx hereby represents and warrants to the Purchaser that the statements contained in this Article III are true, correct and complete as of the date hereof or, if a representation or warranty is made as of a specified date, as of such date. Notwithstanding anything to the contrary herein, (1) the representations and warranties set forth in this Article III are made for the purpose of allocating contractual risk between the parties hereto and shall not constitute or be deemed to be an admission of fact to any third party concerning any item set forth herein and (2) the use and meaning of the term “material” (and variations thereof) herein may be different from the use and meaning of such term under applicable securities laws.
Regarding the Company. Each of Existing Member and the Company hereby represents and warrants (without limiting any other representations or warrants made by either party in this Agreement) to New Member as follows:
Regarding the Company. Seller hereby represents and warrants to Buyer that, except as set forth in the Seller Disclosure Schedule, the statements contained in this Article III are true and correct as of the date of this Agreement and will be true and correct as of the Closing as though made as of the Closing, 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). The Seller Disclosure Schedule shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in Article II and this Article III. The disclosures in any section or subsection of the Seller Disclosure Schedule shall qualify only the corresponding section or subsection in this Agreement except to the extent that it is clear from a reading of the disclosure that such disclosure is applicable to such other sections or subsections.
Regarding the Company. The Company warrants as following:
(a) that all information provided to QuickFee about the Company and its Clients is true, accurate and not misleading (whether by omission or otherwise) in any respect;
(b) that it will not charge or levy a fee or expense on a Client in making the Service available to a Client;
(c) that the financial statements of the Company disclose a true and fair view of the affairs, financial position and assets and Liabilities of the Company and of the income, expenses, results of operationsand cash flow of the Company for the previous two 12- month periods preceding the date of this Agreement (the “Accounts Date”);
(d) that since the Accounts Date there has been no material adverse change in the assets, Liabilities, turnover, earnings, financial condition, trading position or affairs of the Company;
(e) that they will immediately notify QuickFee, if since the Accounts Date there has been a material adverse change in the assets, Liabilities, turnover, earnings, financial condition, trading position or affairs of the Company of greater than 10%; and
(f) the persons signing this Agreement have the authority of the Company to enter into this Agreement.
(g) They have been introduced to this solution by QuickFee and will not access services directly from any party engaged by QuickFee for delivery of the Services and that to do so would cause QuickFee loss that would not be adequately compensated by common law damages
(h) no Covered Entity is a Sanctioned Person, and no Covered Entity, either in its own right or through any third party, (i) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law, (ii) does business in or with, or derives any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti- Terrorism Law; or (iii) engages in any dealings or transactions prohibited by any AntiTerrorism Law.
