RELIANCE UPON ORAL REPRESENTATIONS. The Company and the Stockholder each represent and warrant: (a) that each has been fully informed by his or its legal counsel and by his or its own independent judgment of the terms, conditions and effects of this Agreement; (b) that each has been represented by independent legal counsel of his or its choice throughout all negotiations preceding the execution of this Agreement and has received the advice of his or its attorney in entering into this Agreement; (c) that each, both personally and through his or its independently- retained attorneys, is fully satisfied with the terms and effects of this Agreement; (d) that no promise or inducement has been offered or made to him or it except as expressly stated in this Agreement; and (e) that this Agreement is executed without reliance on any oral statement or oral representation by any other party or any other party's agent or attorney.
RELIANCE UPON ORAL REPRESENTATIONS. The Company and the Stockholders each represent and warrant: (a) that each has been fully informed by his or its legal counsel (except to the extent any such Stockholder has elected not to retain legal counsel) and by his or its own independent judgment of the terms, conditions and effects of this Agreement; (b) that each has been represented by independent legal counsel of his or its choice throughout all negotiations preceding the execution of this Agreement and has received the advice of his or its attorney in entering into this Agreement, or has made his or her own decision not to retain legal counsel; (c) that each, personally or through his or its independently-retained attorneys, is fully satisfied with the terms and effects of this Agreement; (d) that no promise or inducement has been offered or made to him or it except as expressly stated in this Agreement or any other written agreement entered into in connection herewith; and (e) that this Agreement is executed without reliance on any oral statement or oral representation by any other party or any other party's agent or attorney.
RELIANCE UPON ORAL REPRESENTATIONS. The Company and the Stockholder each represent and warrant: (a) that each has been fully informed by his or its legal counsel and by his or its own independent judgment of the terms, conditions and effects of this Agreement; (b) that each has been represented by independent legal counsel of his or its choice throughout all negotiations preceding the execution of this Agreement and has received the advice of his or its attorney in entering into this Agreement; (c) that no promise or inducement has been offered or made to him or it except as expressly stated in this Agreement or in any Employment Agreement and other written agreements entered into pursuant to this Agreement; and (d) that this Agreement is executed without reliance on any oral statement or oral representation by any other party or any other party's agent or attorney.
RELIANCE UPON ORAL REPRESENTATIONS. 17 2.28 Software........................................................17
RELIANCE UPON ORAL REPRESENTATIONS. LandCare represents and warrants: (a) that it has been fully informed by its legal counsel and by its own independent judgment of the terms, conditions and effects of this Agreement; (b) that it has been represented by independent legal counsel of its choice throughout all negotiations preceding the execution of this Agreement and has received the advice of its attorney in entering into this Agreement; (c) that it is fully satisfied with the terms of this Agreement; (d) that no promise or inducement has been offered or made to it except as expressly stated in this Agreement and the agreements to be entered into connection with this Agreement, including without limitation the Employment Agreement and the Sublease described in Article 4 below; and (e) that this Agreement is executed without reliance on any oral statement or oral representation by any other party or any other party's agent or attorney.
RELIANCE UPON ORAL REPRESENTATIONS. This Agreement is executed without reliance on any oral statement or oral representation by any other party or any other party's agent or attorney. No promise or inducement has been made or offered to LandCARE except as expressly stated in this Agreement.
RELIANCE UPON ORAL REPRESENTATIONS. 29 SCHEDULES SCHEDULE 2.1. Due Organization SCHEDULE 2.4. Subsidiaries SCHEDULE 2.5. Financial Statements SCHEDULE 2.6. Liabilities and Obligations SCHEDULE 2.7. Accounts and Notes Receivable SCHEDULE 2.8. Permits and Intangibles SCHEDULE 2.9. Environmental Matters SCHEDULE 2.10. Personal Property SCHEDULE 2.11. Significant Customers; Material Contracts and Commitments SCHEDULE 2.12. Real Property SCHEDULE 2.13. Insurance SCHEDULE 2.14. Compensation; Employment Agreements; Organized Labor Matters SCHEDULE 2.15. Employee Benefit Plans SCHEDULE 2.16. Conformity with Law; Litigation SCHEDULE 2.18. No Violations; No Consents Required SCHEDULE 2.19. Absence of Changes SCHEDULE 2.20. Powers of Attorney SCHEDULE 2.21. Competing Lines of Business; Related Party Transactions SCHEDULE 3.5. Prospectus SCHEDULE 4.3 Persons Entering into Employment Agreements SCHEDULE 4.5. Leases ANNEXES Annex I - Form of Employment Agreement Annex II - Form of Opinion of Counsel to Company and Stockholders AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of August 4, 1998 by and among LandCARE USA, Inc., a Delaware corporation ("LandCARE"), Ground Control Landscaping, Inc., a Florida corporation and wholly owned subsidiary of LandCARE ("Ground Control"), Gator & Gator Landscaping Company, a Florida corporation (the "Company"), and the persons listed on the signature pages of this Agreement as the stockholders of the Company (the "Stockholders"). The Stockholders are the only holders of capital stock of the Company.
RELIANCE UPON ORAL REPRESENTATIONS. Stephen W. Barley represents and warrants: (a) that he has been fully xxxxxxxx xx xxx xegal counsel and by his own independent judgment of the terms, conditions and effects of this Agreement; (b) that he has been represented by independent legal counsel of his or its choice throughout all negotiations preceding the execution of this Agreement and has received the advice of his or its attorney in entering into this Agreement; (c) that he is fully satisfied with the terms of this Agreement; (d) that no promise or inducement has been offered or made to him except as expressly stated in this Agreement and the agreements to be entered into connection with this Agreement, including without limitation the Employment Agreement, stock options and the Sublease described in Article 4 below; and (e) that this Agreement is executed without reliance on any oral statement or oral representation by any other party or any other party's agent or attorney.
RELIANCE UPON ORAL REPRESENTATIONS. 17 3.8 Liabilities.....................................................17
RELIANCE UPON ORAL REPRESENTATIONS. The Company and the Stockholder each represent and warrant: (a) that each has been fully informed by his or its legal counsel and by his or its own independent judgment of the terms, conditions and effects of this Agreement; (b) that each has been represented by independent legal counsel of his or its choice throughout all negotiations preceding the execution of this Agreement and has received the advice of his or its attorney in entering into this Agreement; (c) that no promise or inducement has been offered or made to him or it except as expressly stated in this Agreement; and (d) that this Agreement is executed without reliance on any oral statement or oral representation by any other party or any other party's agent or attorney.
