REPRESENTATION AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder for himself, herself or itself only, and not with respect to any other Shareholder, hereby severally represents and warrants to the Company that now and/or as of the Closing:
REPRESENTATION AND WARRANTIES OF THE SHAREHOLDERS. The Shareholders hereby represent and warrant to the Company that now and/or as of the Closing:
REPRESENTATION AND WARRANTIES OF THE SHAREHOLDERS. 2 2.1 Organization ..................................... 2 2.2
REPRESENTATION AND WARRANTIES OF THE SHAREHOLDERS. As an inducement for Buyer to enter into this Agreement, each Shareholder severally represents and warrants to Buyer that, except as set forth in the Disclosure Schedule or as contemplated by this Agreement, each of the following statements is true and correct as of the date hereof:
REPRESENTATION AND WARRANTIES OF THE SHAREHOLDERS. Each of the Shareholders, severally as to such Shareholder, represents and warrant to Parent as set forth in this Article III.
REPRESENTATION AND WARRANTIES OF THE SHAREHOLDERS. Each of the Shareholders, severally and not jointly, represents and warrants to Buyer as follows:
REPRESENTATION AND WARRANTIES OF THE SHAREHOLDERS. Except as otherwise set forth in the GRS Disclosures Schedule delivered by the Shareholders to WSG and Subsidiary Company contemporaneously with the execution and delivery of this Agreement and attached as Exhibit C hereto, and except for intercompany transactions or matters among GRS, the Shareholders jointly and severally represent and warrant to WSG and Subsidiary Company as follows:
REPRESENTATION AND WARRANTIES OF THE SHAREHOLDERS. Except as otherwise set forth in the DSG Disclosures Schedule delivered by the Shareholders to WSG and Subsidiary Company contemporaneously with the execution and delivery of this Agreement and attached as Exhibit C hereto, and except for intercompany transactions or matters among DSG, the Shareholders jointly and severally represent and warrant to WSG and Subsidiary Company as follows:
REPRESENTATION AND WARRANTIES OF THE SHAREHOLDERS. Except as disclosed in the Company Disclosure Schedule, each of the Shareholders, severally as to such Shareholder, represents and warrant to SCM as set forth in this Article III.
REPRESENTATION AND WARRANTIES OF THE SHAREHOLDERS. Each Shareholder (as to himself or itself only) represents and warrants to the Company and the other Shareholders that, as of the time such Shareholder becomes a party to this Agreement:
(a) this Agreement (or the separate joinder agreement executed by such Shareholder) has been duly and validly executed and delivered by such Shareholder and this Agreement constitutes a legal and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms; and
(b) the execution, delivery and performance by such Shareholder of this Agreement and the consummation by such Shareholder of the transactions contemplated hereby will not, with or without the giving of notice or lapse of time, or both (A) violate any Applicable Law, or (B) conflict with, or result in a breach or default under, any term or condition of any agreement or other instrument to which such Shareholder is a party or by which such Shareholder is bound, except for such violations, conflicts, breaches or defaults that would not, in the aggregate, materially affect the Shareholder's ability to perform its obligations hereunder.
(c) Such Shareholder owns beneficially and of record the number of shares of Common Stock and Warrants as set forth on Schedule I.
