REPRESENTATIONS AND WARRANTIES BY THE SELLERS. The Sellers hereby jointly and severally represent and warrant as follows:
REPRESENTATIONS AND WARRANTIES BY THE SELLERS. The Seller hereby jointly and severally represents and warrants to the Purchaser that to the best of the Seller’s knowledge, with the intent that the Purchaser will rely on these representations and warranties in entering into this Agreement, and in concluding the purchase and sale contemplated by this Agreement, that:
REPRESENTATIONS AND WARRANTIES BY THE SELLERS. Each of the Sellers jointly and severally represents and warrants to the Purchasers as follows:
a. The statements made by the Sellers in this Section 6 are and will be correct and complete as of the date of this Settlement Agreement and as of the Closing Date.
b. Each of the Sellers is a corporation, validly existing and in good standing under the laws of the State of their domicile.
c. This Settlement Agreement and the Settlement Documents to be executed and delivered by each Seller have been duly approved by all requisite action of such Seller, and such Seller has full power and authority to execute, deliver and perform this Settlement Agreement, together with all of the Settlement Documents to be executed and delivered by it.
d. PainCare Sub owns, has not assigned, and has the full right to sell the Non-Medical Assets, free and clear of any claim, lien, encumbrance, option to purchase by, or other rights of any third person arising by, through or under any Seller, and any imposed by any prior or current agreements to which any Purchaser is a party other than that certain loan obligation to HBK which will be released prior to or simultaneously with Closing (as defined below) at closing.
e. This Settlement Agreement and the Settlement Documents to be executed and delivered by each of the Sellers constitutes the legal, valid and binding obligations of such Seller, and will be enforceable in accordance with their respective terms against such Seller, subject to bankruptcy, insolvency, moratorium, reorganization and similar laws of general applicability affecting the rights and remedies of creditors and to general principles of equity, regardless of whether enforcement is sought in proceedings in equity or at law.
f. The execution and delivery by each Seller of this Settlement Agreement and the Settlement Documents, and any and all other agreements, documents or instruments contemplated hereby, and the fulfillment of and compliance with the respective terms hereof and thereof by the Sellers do not and will not (i) conflict with or result in a breach of the terms, conditions, or provisions of, (ii) constitute a default or event of default under, (iii) give any third party the right to accelerate any obligation under, (iv) result in a violation of, or (v) require any authorization, consent, approval exemption or other action by or notice to any court or governmental authority pursuant to, the articles of incorporation or bylaws of the Sellers or any regulation...
REPRESENTATIONS AND WARRANTIES BY THE SELLERS. Each of the Sellers jointly and severally represents and warrants to the Purchasers as follows:
a. The statements made by the Seller in this Section 9 are and will be correct and complete as of the Effective Date of this Agreement and as of the Closing Date.
b. Each of the Sellers is a corporation, validly existing and in good standing under the laws of the State of their domicile.
c. This Agreement and the Documents to be executed and delivered by each Seller have been duly approved by all requisite action of such Seller, and such Seller has full power and authority to execute, deliver and perform this Agreement, together with all of the Documents to be executed and delivered by it.
d. Practice Sellers own, have not assigned, and have the full right to assign the Practice Assets, free and clear of any claim, lien, encumbrance, option to purchase by, or other rights of any third person arising by, through or under any Seller.
e. The Surgery Center Sellers own, have not assigned, and have the full right to assign the Surgery Center Assets, free and clear of any claim, lien, encumbrance, option to purchase by, or other rights of any third person arising by, through or under any Seller.
f. This Agreement and the Documents to be executed and delivered by each of the Sellers constitutes the legal, valid and binding obligations of such Seller, and will be enforceable in accordance with their respective terms against such Seller, subject to bankruptcy, insolvency, moratorium, reorganization and similar laws of general applicability affecting the rights and remedies of creditors and to general principles of equity, regardless of whether enforcement is sought in proceedings in equity or at law.
g. The execution and deliver by each Seller of this Agreement and the Documents, and any and all other agreements, documents or instruments contemplated hereby, and the fulfillment of and compliance with the respective terms hereof and thereof by the Sellers do not and will not (i) conflict with or result in a breach of the terms, conditions, or provisions of, (ii) constitute a default or event of default under, (iii) give any third party the right to accelerate any obligation under, (iv) result in a violation of, or (v) require any authorization, consent, approval exemption or other action by or notice to any court or governmental authority pursuant to, the articles of incorporation or bylaws of the Sellers or any regulation, order or contract to which any of the Sellers ar...
REPRESENTATIONS AND WARRANTIES BY THE SELLERS. The Sellers represent and warrant to the Purchaser that on the date hereof and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES BY THE SELLERS. As a material inducement to cause Buyer to enter into this agreement and to agree to purchase the Stock, the Sellers jointly and severally represent and warrant to the Buyer as follows:
4.1 The Sellers' Organization and Authority. TCS Television Partners, L.P. is a limited partnership duly organized and validly existing under the law of Delaware and has the full power and authority under Delaware law and its partnership agreement to enter into and to perform this agreement, and TCS Television, Inc. is a corporation duly organized and validly existing under the law of Delaware and has the full corporate power and authority to enter into and to perform this agreement. Each of the Sellers is duly qualified to do business and in good standing in each jurisdiction in which such qualification is necessary because of the nature of the business conducted by it or the properties and assets owned or leased by it.
REPRESENTATIONS AND WARRANTIES BY THE SELLERS. . . . 8 4.1 The Sellers' Organization and Authority. . . . . 8 4.2
REPRESENTATIONS AND WARRANTIES BY THE SELLERS. The Sellers, jointly and severally represent and warrant to the Buyer that, except as set forth in the Disclosure Schedules, the following representations and warranties set forth in this ARTICLE 3 are true and correct as of the date hereof (except in any case where a representation and warranty is made as of a prior date, in which case such representation and warranty is true and correct as of such prior date). When reference is made in the following representations and warranties to “the Company”, reference shall also be deemed to be made to the Subsidiary, such that the applicable representations and warranties are being made with respect to the Subsidiary and the Company, except in any instances where it is clear that the representation and warranty is intended to apply only to the Company or the Subsidiary.
REPRESENTATIONS AND WARRANTIES BY THE SELLERS. The Sellers represent and warrant to the Purchaser that the Warranties set out in Part A and Part B of Schedule 3 (Warranties) are true and accurate at the date of this Agreement (or such other date if so specified in the relevant Warranty) and the Warranties shall be deemed to be repeated on the Completion Date, each by reference to the facts and circumstances as at the Completion Date (or such other date if so specified in the relevant Warranty). The Warranties contained in Part A and Part B of Schedule 3 (Warranties) are the only representations and warranties made by the Sellers in connection with the sale of the Shares. The Sellers makes no other representation or gives no other warranty or assumes no other liability in connection with the sale of the Shares, whether by contract or arising from the Law.
REPRESENTATIONS AND WARRANTIES BY THE SELLERS. ESCO, Holdings and GTI jointly and severally, represent and warrant to Insulectro and QI that:
