REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANIES. The Sellers hereby jointly and severally represent and warrant to the Buyer as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANIES. The Sellers, jointly and severally, represent and warrant to Buyer that the statements contained in this ARTICLE 3 are correct and complete as of the Closing Date.
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANIES. Sellers represent and warrant to Buyer that the statements contained in this Section 4 are true, correct and complete as of the Effective Date and as of the Closing Date, except as set forth in the disclosure schedule delivered by Sellers to Buyer on the date hereof (the “Disclosure Schedule”). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 4.
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANIES. Subject to the specific qualifications and limitations set forth herein, and except as set forth in the Disclosure Schedule attached to this Agreement (as the same may be amended and supplemented from time to time in accordance with Section 5(e), the "DISCLOSURE SCHEDULE") or in the Audited Balance Sheet or the schedule of liabilities attached thereto, the Seller represents and warrants to the Buyer as follows with respect to the Companies, each such representation and warranty being made as of the Effective Date only, except that (x) the representations and warranties set forth in Section 4(a) (ownership of the Shares) are made as of the date hereof and as of the Closing Date, (y) the representations and warranties set forth in Section 4(i) (legal compliance) are made as of the Effective Date and as of the Closing Date, and (z) the representations and warranties set forth in Section 4(j) (operation of Companies during Pre-Closing Period) are made as of the date hereof and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANIES. 11
3.1 Organization, Qualification, and Power11
3.2 Authorization of Contemplated Transactions11 3.3 Capitalization and Subsidiaries.12
3.4 Non-contravention.12
3.5 Brokers’ Fees13 3.6 Assets.13 3.7 Financial Statements.13 3.8 Undisclosed Liabilities.15
3.9 Legal Compliance.16
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANIES. In order to induce the Purchasers to enter into this Agreement and to purchase the Stagecoach I Assets, Stagecoach I and Stagecoach Energy jointly and severally hereby represent and warrant to the Purchasers as follows:
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANIES. The Seller represents and warrants to the Buyer that each statement contained in this Article IV is true and correct, except as set forth in the Disclosure Schedule to be prepared in accordance with Section 6.10. Such Disclosure Schedule shall be attached to this Agreement on or before the Closing Date and shall be updated to be true and correct as of the Closing Date and each such updated Schedule shall be substituted as the Schedule to be included in this Agreement and shall fully replace the previously prepared Schedule, with no liability to Seller for the previous Schedule. Each section of the Disclosure Schedule will be deemed to incorporate by reference all information disclosed by Seller or its Representatives during the Due Diligence process or in any other section of the Disclosure Schedule.
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANIES. Each of the Sellers, severally, but not jointly, represents and warrants to the Buyer that each statement contained in this Article IV is true and correct as of the date hereof, except as set forth in the schedule accompanying this Agreement (the “Disclosure Schedule”) corresponding to the applicable sections of this Article IV. Each section of the Disclosure Schedule will be deemed to incorporate by reference all information disclosed in any other section of the Disclosure Schedule. Any representation or warranty concerning the Companies shall be deemed to be a representation concerning the Companies and their Subsidiaries, if any, as a whole unless the context specifically requires otherwise.
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANIES. Platinum Vape and each Seller represents and warrants to Buyer Parties that the statements contained in this Section 3(c) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date.
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANIES. 10
4.1 Organization, Qualification and Corporate Power; Authority and Enforceability. 10 4.2 Subsidiaries. 10 4.3 Capitalization. 10 4.4 Noncontravention. 11 4.5 Financial Statements. 11 4.6 Taxes. 12 4.7 Compliance with Laws and Orders; Permits. 12
