REPRESENTATIONS AND WARRANTIES AS TO THE ACQUIRED COMPANIES Sample Clauses

REPRESENTATIONS AND WARRANTIES AS TO THE ACQUIRED COMPANIES. Except as set forth in the Disclosure Schedules, each LAC Owner (solely with respect to LAC), each LCA Owner (solely with respect to LCA), and each LCC Owner (solely with respect to LCC) hereby represents and warrants to Buyer as follows:
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REPRESENTATIONS AND WARRANTIES AS TO THE ACQUIRED COMPANIES. 30 Section 4.01
REPRESENTATIONS AND WARRANTIES AS TO THE ACQUIRED COMPANIES. Seller hereby represents and warrants to Buyer (except as set forth in the corresponding section or subsection of the Seller Disclosure Schedules or as expressly provided by Section 10.04) as of the Execution Date and the Closing Date (except to the extent that a representation or warranty is made expressly as of a specified date, in which case such representation or warranty shall be deemed to be made only as of such date) as follows:
REPRESENTATIONS AND WARRANTIES AS TO THE ACQUIRED COMPANIES. Except as set forth in the Disclosure Schedules, the Sellers, Fikes, and GPS, jointly and severally, represent and warrant to the Buyer as of the date of this Agreement and as of the Closing as follows:
REPRESENTATIONS AND WARRANTIES AS TO THE ACQUIRED COMPANIES. Seller represents and warrants to Purchaser, as of the date hereof and as of the Closing Date, and acknowledges and confirms that Purchaser is relying upon such representations and warranties in connection with the transactions contemplated by this Agreement, provided however that if a representation and warranty speaks only to a specific date, it need only have been true and correct as at that date:
REPRESENTATIONS AND WARRANTIES AS TO THE ACQUIRED COMPANIES. Except as set forth in the Disclosure Schedules, Parent hereby represents or warrants to Buyer as follows:
REPRESENTATIONS AND WARRANTIES AS TO THE ACQUIRED COMPANIES. Each Seller, severally and not jointly, hereby represents and warrants to Buyer (except as set forth in the Sellers Disclosure Schedules), solely with respect to itself (and not any other Seller) as of the Execution Date and the Closing Date (except to the extent that a representation or warranty is made expressly as of a specified date, in which case such representation or warranty shall be deemed to be made only as of such date) as follows:
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REPRESENTATIONS AND WARRANTIES AS TO THE ACQUIRED COMPANIES. The Acquired Companies represent and warrant to the Buyer on the date hereof, subject to the Acquired Companies’ Disclosure Schedules (as defined below), that the statements in this Section 3 are true and correct. “Acquired Companies’ Disclosure Schedules” means the disclosure schedules prepared and delivered to Buyer by the Acquired Companies and attached to this Agreement. The Acquired Companies’ Disclosure Schedules will be lettered and numbered so as to correspond to the respective lettered and numbered sections and subsections contained in Section 3 of this Agreement.
REPRESENTATIONS AND WARRANTIES AS TO THE ACQUIRED COMPANIES. Sellers hereby, jointly and severally, represent and warrant to Purchasers that the statements contained in this Article IV are true and correct as of the date hereof and as of the Closing Date:

Related to REPRESENTATIONS AND WARRANTIES AS TO THE ACQUIRED COMPANIES

  • REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR 6.1 The Acquiror represents, warrants and, where applicable, covenants to the Seller as follows and acknowledges that the Seller is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement: (a) the Acquiror has been duly formed and is validly existing under the laws of its jurisdiction of incorporation and has the requisite corporate power and authority to conduct its business as it is now being conducted and to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement by the Acquiror and the performance by it of its obligations hereunder have been duly authorized by its respective board of directors and no other corporate proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered by the Acquiror and, assuming the due authorization, execution and delivery by the Seller, constitutes a legal, valid and binding obligation, enforceable by the Seller against the Acquiror in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditor’s rights generally and general principles of equity; (d) none of the execution and delivery by the Acquiror of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance with the obligations hereunder by the Acquiror will result in a breach of: (i) the constating documents of the Acquiror; (ii) any agreement or instrument to which the Acquiror is a party or by which the Acquiror or any of the Acquiror's property or assets is bound; or (iii) any judgment, decree, order or award of any Governmental Authority with respect to the Acquiror, except, in the case of (ii) and (iii), such breaches which could not, individually or in the aggregate, impair the ability of the Acquiror to perform its obligations under this Agreement or otherwise delay the Acquiror in performing such obligations; and (e) the Acquiror has sufficient funds or has made adequate arrangements to have financing in place in order to distribute to all the Securityholders the cash consideration to which they are entitled upon consummation of the Transaction. The representations and warranties of the Acquiror set forth in this Article 6 shall survive the Effective Date and shall continue thereafter in full force and effect for the benefit of the Seller until the earliest to occur of the Effective Time and the termination of this Agreement in accordance with Article 7.

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB Parent and Sub represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER Parent and Purchaser represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF BUYER Buyer represents and warrants to Seller as follows:

  • REPRESENTATIONS AND WARRANTIES OF BUYERS Buyers represent and warrant to Sellers as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER The Buyer represents and warrants to the Seller as follows:

  • REPRESENTATIONS AND WARRANTIES OF ACQUIROR Acquiror represents and warrants to the Company as follows:

  • Representations and Warranties by Seller Seller represents and warrants to Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES OF COMPANY The Company hereby represents and warrants to each Purchaser as follows:

  • Representations and Warranties Concerning the Transaction (a) Representations and Warranties of the Seller (b) Representations and Warranties of the Buyer

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