REPRESENTATIONS AND WARRANTIES CONCERNING THE ACQUIRED ENTITIES. The Company represents and warrants to Parent and Buyer that the statements contained in this ARTICLE 5 are correct and complete, except as set forth in the disclosure letter delivered at or prior to the execution of this Agreement (the "COMPANY DISCLOSURE LETTER") prepared in accordance with Section 10.1 hereof.
REPRESENTATIONS AND WARRANTIES CONCERNING THE ACQUIRED ENTITIES. 21 5.1 Corporate Status .................................................. 21 5.2
REPRESENTATIONS AND WARRANTIES CONCERNING THE ACQUIRED ENTITIES. The Company represents and warrants to Parent and Buyer that, except as set forth in the disclosure letter delivered at or prior to the execution of this Agreement (the "Company Disclosure Letter"):
REPRESENTATIONS AND WARRANTIES CONCERNING THE ACQUIRED ENTITIES. The Company represents and warrants to Parent that the statements contained in this Article IV are correct and complete as of the date of this Agreement, except as set forth in the Schedules the Company has delivered to Parent on the date hereof.
REPRESENTATIONS AND WARRANTIES CONCERNING THE ACQUIRED ENTITIES. Subject to Article 9, Management Sellers, having made reasonable enquiry of Xxxxx Xxxxxxx and Xxxx Xxxxxx, jointly and severally represent and warrant to MSP in the terms of the representations and warranties in this Article 3 as at the date of this Agreement except as set forth in the Disclosure Letter. Each of the representations and warranties in this Article 3:
(a) shall be construed as a separate and independent warranty and representation; and
(b) unless expressly provided in this Agreement, shall not be limited by reference to any other representation or warranty or by any other provision of this Agreement;
(c) shall, to the extent that they are made subject to a person’s Knowledge, such expression shall mean an individual will be deemed to have “Knowledge” of a particular fact or other matter if such individual is actually aware of such fact or other matter, or would have been so aware if he had made reasonable enquiries of each Management Seller, Xxxxx Xxxxxxxx (Finance Director), Xxxxx Xxxxxxx (Human Resources Manager), Xxxxx Xxxxxxx (Partner, Xxxxxxx LLP) and Xxxx Xxxxxx (Partner, Xxxxxxx LLP) of such particular fact or other matter within the Knowledge of each such person, and the Management Sellers represent and warrant that there are no other employees with managerial responsibility within the Acquired Entities or Xxxxxxx who in the circumstances it would be reasonable to make enquiries of in connection with the Warranties. and, subject to ARTICLE 9, the Buyer, MSP, TMW and/or each Acquired Entity shall have a separate claim and right of action in respect of every breach of a representation or warranty. The representations and warranties shall not in any respect be extinguished or affected by Closing.
REPRESENTATIONS AND WARRANTIES CONCERNING THE ACQUIRED ENTITIES. As a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated hereby, Sellers hereby represent and warrant to Buyer that:
REPRESENTATIONS AND WARRANTIES CONCERNING THE ACQUIRED ENTITIES. Each Seller Party, jointly and severally, represents and warrants to Buyer that the statements contained in this Article 3 are correct and complete as of the date of the Original Agreement, except as set forth in the Schedules delivered by the Seller Parties as of the date of the Original Agreement.
REPRESENTATIONS AND WARRANTIES CONCERNING THE ACQUIRED ENTITIES. 8 2.1 Organization..........................................................8 2.2 Capitalization; Options and Other Rights..............................8 2.3 Authority; No Conflicts; Consents....................................10 2.4
REPRESENTATIONS AND WARRANTIES CONCERNING THE ACQUIRED ENTITIES. Diomed represents and warrants to Parent and Acquisition that the statements contained in this Section 2 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and, except as expressly provided in a representation or warranty, as though the Closing Date were substituted for the date of this Agreement throughout this Section 2, except as set forth in the disclosure schedules Diomed has delivered to Parent on the date hereof).
REPRESENTATIONS AND WARRANTIES CONCERNING THE ACQUIRED ENTITIES. Each of the Sellers represents and warrants to the Buyer, jointly and not severally, as set forth below. The representations and warranties set forth in Article IV are generally subject to the exceptions set forth in Schedules 4.1 to 4.31 (it is acknowledged and agreed that it is unnecessary for a disclosure made in one such Schedule to expressly qualify a particular representation made in Article IV), as specifically identified in Schedules 4.1 to 4.31 and as may be supplemented or amended pursuant to Section 5.6.
