REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDERS. Each of the Shareholders represents and warrants, severally but not jointly, to the Buyer that the statements contained in this Section 2.1 are correct as to himself as of the date of this Agreement and will be correct as to himself as of the Closing Date and (as though made then), except as set forth in the disclosure schedule delivered by the Shareholders to the Buyer on the date hereof, as supplemented or amended in accordance with Section 3.4 of this Agreement (such schedule, as so supplemented or amended, the "Shareholders Disclosure Schedule"). The Shareholders Disclosure Schedule is arranged in sections and paragraphs corresponding to the lettered and numbered sections and paragraphs contained in this Section 2.1. References in Section 2.1 to a numbered schedule mean the section of the Shareholders Disclosure Schedule that corresponds with that number; for example, references to "Schedule 2.1(d)" mean Section 2.1(d) of the Shareholders Disclosure Schedule. Notwithstanding anything herein to the contrary, each matter disclosed in either the Shareholders Disclosure Schedule or the Company Disclosure Schedule shall be deemed responsive to all other Sections of the Agreement to which disclosure is required by the Shareholders and/or the Company; provided, however, that the responsiveness of such a disclosure matter to another Section of the Agreement and/or disclosure schedule is obvious.
REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDERS. Each Shareholder represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDERS. The Shareholders hereby jointly and severally warrant to the Company:
REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDERS. Each of the Shareholders represents and warrants to the Parent and the Merger Sub that the statements contained in this Section 2.1 are correct as to himself or herself as of the date of this Agreement and will be correct as to himself or herself as of the Preliminary Closing Date and the Final Closing Date (as though made then), except as set forth in the disclosure schedule delivered by the Shareholders to the Parent and the Merger Sub on the date hereof, as supplemented or amended in accordance with Section 3.4 of this Agreement (such schedule, as so supplemented or amended, the "Shareholders Disclosure Schedule"). The Shareholders Disclosure Schedule is arranged in sections and paragraphs corresponding to the lettered and numbered sections and paragraphs contained in this Section 2.1. References in Section 2.1 to a numbered schedule mean the section of the Shareholder Disclosure Schedule that corresponds with that number; for example, references to "Schedule 2.1(b)" mean section 2.1(b) of the Shareholder Disclosure Schedule. The Shareholder Disclosure Schedule constitutes an exception to each warranty or representation set forth herein, whether or not such warranty or representation specifically refers to the Shareholder Disclosure Schedule; accordingly each warranty or representation set forth herein is deemed to be preceded by the clause: "Except as set forth in the Shareholder Disclosure Schedule . . .".
REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDERS. Each Shareholder hereby represents and warrants to the Company that as of the date hereof and again as of the Closing Date:
REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDERS. Each -------------------------------------------------- Shareholder represents and warrants to the Company, all of which representation and warranties shall be true at the time of the Closing Date and shall survive the Closing Date for a period of two (2) years therefrom, that:
REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDERS. Each Shareholder makes the following representations and warranties to the Company as of the Contribution Date:
REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDERS. The Shareholders represent and warrant to the Buyer as follows:
REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDERS. Each Shareholder (including, without limitation, each Substituted Shareholder as a condition to becoming a Substituted Shareholder) represents, warrants and agrees that it has acquired and continues to hold its interest in the Company for its own account for investment purposes only and not for the purpose of, or with a view toward, the resale or distribution of all or any part thereof in violation of applicable laws, and not with a view toward selling or otherwise distributing such interest or any part thereof at any particular time or under any predetermined circumstances in violation of applicable laws. Each Shareholder further represents and warrants that it is a sophisticated investor, able and accustomed to handling sophisticated financial matters for itself, particularly real estate investments, and that it has a sufficiently high net worth that it does not anticipate a need for the funds that it has invested in the Company in what it understands to be a highly speculative and illiquid investment.
REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDERS. The Shareholders and the Company, collectively and individually, represent and warrant to USCC as follows (each of which representations and warranties is a material consideration and inducement to USCC):
