Common use of REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY Clause in Contracts

REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY. The Company and the Principal Shareholders represent and warrant to the Buyer that the statements contained in this Section 4 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 as though the Closing Date were substituted for the date of this Agreement throughout this Section 4), except as set forth in the disclosure schedule attached hereto (the "Disclosure Schedule"). Nothing in the Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the foregoing the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other items itself). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 4.

Appears in 1 contract

Samples: Asset Purchase Agreement (Centrum Industries Inc)

AutoNDA by SimpleDocs

REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY. The Company Seller represents and the Principal Shareholders represent warrants to Purchaser and warrant to the Buyer Rush that the statements contained in this Section 4 Article 3 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 as though the Closing Date were substituted for the date of this Agreement throughout this Section 4Article 3), except as set forth in the disclosure schedule attached hereto delivered by Seller to Purchaser on the date hereof and initialed by the Parties (the "Disclosure Schedule"). Nothing in the Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the foregoing foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other items item itself). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 4Article 3.

Appears in 1 contract

Samples: Stock Purchase Agreement (Rush Enterprises Inc \Tx\)

REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY. The Company Seller represents and the Principal Shareholders represent and warrant warrants to the Buyer that the statements contained in this Section 4 (S)4 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 as though the Closing Date were substituted for the date of this Agreement throughout this Section 4(S)4), except as set forth in the disclosure schedule attached hereto delivered by the Seller to the Buyer on the date hereof and initialed by the Parties (the "Disclosure Schedule"). Nothing in the ------------------- Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the Disclosure Schedule identifies the exception with reasonable particularity particularity, identifies each subsection of this Section 4 to which the exception relates, and describes the relevant facts in reasonable detail. Without limiting the generality of the foregoing foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other items item itself). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 4(S)4.

Appears in 1 contract

Samples: Stock Purchase Agreement (Argosy Education Group Inc)

REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY. The Company Seller represents and the Principal Shareholders represent and warrant warrants to the Buyer that the statements contained in this Section 4 are correct and complete in all material respects as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for of the date of this Agreement throughout this Section 4Agreement), except as set forth in the disclosure schedule attached hereto delivered by the Seller to the Buyer on the date hereof and initialed by the Parties (the "Disclosure Schedule"). Nothing in the Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detaildetail to the best of the Seller's knowledge. Without limiting the generality of the foregoing foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other items item itself). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 4.

Appears in 1 contract

Samples: Exhibit 2 Stock Purchase Agreement (Officeland Inc)

REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY. The Company Seller represents and the Principal Shareholders represent and warrant warrants to the Buyer that the statements contained in this Section 4 ss.4 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 as though the Closing Date were substituted for the date of this Agreement throughout this Section 4ss.4), except as set forth in the disclosure schedule attached hereto delivered by the Seller to the Buyer on the date hereof and initialed by the Parties (the "Disclosure Schedule"). For purposes of any financial statement calculations relating to the representations and warranties in this ss.4, such calculations shall be made on the basis of financial statements prepared as set forth in the last sentence of ss.4(g). Nothing in the Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the foregoing foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other items item itself). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 4ss.4.

Appears in 1 contract

Samples: Stock Purchase Agreement (D & K Healthcare Resources Inc)

REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY. The Company DiGregorios jointly and the Principal Shareholders severally represent and warrant to the Buyer that the statements contained in this Section 4 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 as though the Closing Date were substituted for the date of this Agreement throughout this Section 4), except as set forth in the disclosure schedule delivered by the Sellers to the Buyer on the date hereof and attached hereto (the "Disclosure Schedule"). Nothing in the Disclosure Schedule shall be ------------------- deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the foregoing foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other items item itself). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 4.

Appears in 1 contract

Samples: Stock Purchase Agreement (Southwest Water Co)

REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY. The Company Except as set forth in the attached disclosure schedules delivered by the Seller to the Buyer on the date hereof (the “Disclosure Schedules”), the Seller hereby represents and the Principal Shareholders represent and warrant warrants to the Buyer that the statements contained in this Section Article 4 are correct true and complete as of correct. The Disclosure Schedules shall be arranged according to the date numbered and lettered Sections in this Article 4, and any disclosure shall qualify (x) the corresponding Section in this Article 4 and (y) any other Section(s) in this Article 4 only to the extent that such disclosure clearly states by cross reference to the specific Section(s) of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 4), except as set forth in the disclosure schedule attached hereto (the "Disclosure Schedule"Article 4 that it also qualifies or applies to such other Section(s). Nothing The Seller and the Company hereby acknowledge that nothing in the Disclosure Schedule Schedules shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the applicable Disclosure Schedule Schedule(s) identifies the such exception with reasonable particularity and describes the relevant facts in reasonable detailparticularity. Without limiting the generality of the foregoing foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other items item itself). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 4.

Appears in 1 contract

Samples: Stock Purchase Agreement (Computer Horizons Corp)

REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY. The Company Sellers, jointly and the Principal Shareholders severally, represent and warrant to the Buyer that the statements contained in this Section 4 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 as though the Closing Date were substituted for the date of this Agreement throughout this Section 4)Agreement, except as set forth in the disclosure schedule attached hereto as Schedule 1 and delivered by the Sellers (the "Disclosure Schedule"). Nothing in the Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the foregoing foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other items item itself). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 4.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Nu Skin Enterprises Inc)

AutoNDA by SimpleDocs

REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY. The Company and the Principal Shareholders Sellers represent and warrant to the Buyer that the statements contained in this Section 4 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 as though the Closing Date were substituted for the date of this Agreement throughout this Section 4), except as set forth in the disclosure schedule attached hereto delivered by Sellers to Buyer on the date hereof (the "Company Disclosure Schedule"). Nothing in the Company Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the Company Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the foregoing foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other items item itself). The Company Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 4.

Appears in 1 contract

Samples: Stock Purchase Agreement (Glacier Corp)

REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY. The Seller and Company and the Principal Shareholders jointly represent and warrant to the Buyer that the statements contained in this Section 4 Article IV 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 as though the Closing Date were substituted for the date of this Agreement throughout this Section 4Article IV), except as set forth in the disclosure schedule attached hereto schedules delivered by the Seller and Company to the Buyer on the date hereof (the "Disclosure ScheduleSchedules"). Nothing in the Disclosure Schedule Schedules shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the Disclosure Schedule identifies Schedules identify the exception with reasonable particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the foregoing foregoing, the mere listing (or inclusion of a copy) copy of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other items item itself). The Disclosure Schedule Schedules will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 4Article IV.

Appears in 1 contract

Samples: Stock Purchase Agreement (Equimed Inc)

REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY. The Company Seller represents and the Principal Shareholders represent and warrant warrants to the Buyer that the statements contained in this Section 4 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 as though the Closing Date were substituted for the date of this Agreement throughout this Section 4), except as set forth in the disclosure schedule attached hereto delivered by the Seller to the Buyer on the date hereof and initialed by the Parties (the "Disclosure Schedule"). Nothing in the Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the foregoing foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (herein, unless the representation or warranty has to do with the existence of the document or other items item itself). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 4.

Appears in 1 contract

Samples: Stock Purchase Agreement (National Vision Associates LTD)

REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY. The Company Sellers jointly and the Principal Shareholders severally represent and warrant to the Buyer and CMED that the statements contained in this Section 4 ss.4 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 as though the Closing Date were substituted for the date of this Agreement throughout this Section 4ss.4), except as set forth in the disclosure schedule attached hereto delivered by Sellers to Buyer and CMED on the date hereof (the "Disclosure Schedule"). Nothing in the Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the foregoing foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other items item itself). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 4ss.4.

Appears in 1 contract

Samples: Stock Purchase Agreement (Colorado Medtech Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.