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

REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY. The Seller and the Company, jointly and severally, represent and warrant to the Buyer that the statements contained in this Section 2.3 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 sub stituted for the date of this Agreement throughout this Section 2.3), except as set forth in the disclosure schedule to be delivered by the Seller to the Buyer on the Closing 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 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 item itself). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 2.3.

REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY. The Except as set forth in the attached Disclosure Schedules, each Seller hereby represents and the Company, jointly and severally, represent and warrant warrants to the Buyer that the statements contained in this Section 2.3 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 sub stituted substituted for the date of this Agreement throughout this Section 2.3)4, except as set forth in the disclosure schedule to where another date or period of time is specifically stated herein for a representation or warranty). The Disclosure Schedules shall be delivered by the Seller arranged according to the Buyer on numbered and lettered paragraphs in this Section 4, and any disclosure shall qualify (x) the Closing Date hereof corresponding paragraph in this Section 4 and initialed by (y) any other paragraph(s) in this Section 4 only to the Parties (the "DISCLOSURE SCHEDULE"extent that such disclosure clearly states that it also qualifies or applies to such other paragraph(s). Nothing Each 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 herein, unless the applicable Disclosure Schedule Schedule(s) identifies the such 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 item itself). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 2.3.

REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY. The Except as set forth in the attached Disclosure Schedules, the Seller hereby represents and the Company, jointly and severally, represent and warrant warrants to the Buyer that the statements contained in this Section 2.3 4 are correct and complete as of complete. The Disclosure Schedules shall be arranged according to the date of this Agreement numbered and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were sub stituted for the date of this Agreement throughout lettered paragraphs in this Section 2.3)4, except as set forth and any disclosure shall qualify (x) the corresponding paragraph in the disclosure schedule to be delivered by the Seller this Section 4 and (y) any other paragraph(s) in this Section 4 only to the Buyer on the Closing Date hereof and initialed by the Parties (the "DISCLOSURE SCHEDULE"extent that such disclosure clearly states that it also qualifies or applies to such other paragraph(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 herein, 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, 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 item itself). The Disclosure Schedule will be arranged Except for those representations and warranties expressly set forth in paragraphs corresponding to Article 3 and this Article 4, Seller makes no other representations or warranties, express or implied, at law or in equity, of any kind or nature whatsoever concerning the lettered organization, business, assets, liabilities and numbered paragraphs contained in this Section 2.3operations of the Company or any other matters.

REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY. The Seller As a material inducement to Xxxxxxx and Acquisition Sub to enter into this Agreement and consummate the transactions contemplated hereby, the Company and the Company, Company Managers hereby jointly and severally, severally represent and warrant to the Buyer Xxxxxxx and Acquisition Sub that all of the statements contained in this Section 2.3 3.1 are correct and complete as of the date of this Agreement Agreement, and hereby covenant that said statements will be correct and complete as of the Closing Merger Date (as though made then as of the Merger Date and as though the Closing Merger Date were sub stituted substituted for the date of this Agreement throughout this Section 2.3such statements), except except, in each case, as set forth in the disclosure schedule attached to be delivered by the Seller this Agreement setting forth exceptions to the Buyer on the Closing Date hereof representations and initialed by the Parties warranties set forth herein (the "DISCLOSURE SCHEDULEDisclosure Schedule"). Nothing in the Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein 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 item itself). The Disclosure Schedule will be arranged in paragraphs sections corresponding to the numbered and lettered and numbered paragraphs sections contained in this Section 2.33.1, and no matter disclosed with respect to one section shall be deemed to be an exception to another section unless the applicability of such item to such other section is reasonably apparent. Notwithstanding anything herein to the contrary, the disclosure of any contract agreement, arrangement or understanding herein shall not affect or qualify any representation with respect to the effectiveness or enforceability of such contract, agreement, arrangement or understanding or the absence of breaches or defaults thereunder, unless otherwise specifically disclosed.

REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY. The Seller represents and the Company, jointly and severally, represent and warrant warrants to the Buyer that the statements contained in this Section 2.3 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 sub stituted for of the date of this Agreement throughout this Section 2.3Agreement), except as set forth in the disclosure schedule to be delivered by the Seller to the Buyer on the Closing Date date hereof and initialed by the Parties (the "DISCLOSURE SCHEDULEDisclosure Schedule"). Nothing in the Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein 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, 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 item itself). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 2.34.

REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY. The Except as set forth in the attached Disclosure Schedules, the Seller hereby represents and the Company, jointly and severally, represent and warrant warrants to the Buyer that the statements contained in this Section 2.3 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 sub stituted substituted for the date of this Agreement throughout this Section 2.3)4, except as set forth in the disclosure schedule to where another date or period of time is specifically stated herein for a representation or warranty). The Disclosure Schedules shall be delivered by the Seller arranged according to the Buyer on numbered and lettered paragraphs in this Section 4, and any disclosure shall qualify (x) the Closing Date hereof corresponding paragraph in this Section 4 and initialed by (y) any other paragraph(s) in this Section 4 only to the Parties (the "DISCLOSURE SCHEDULE"extent that such disclosure clearly states that it also qualifies or applies to such other paragraph(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 herein, unless the applicable Disclosure Schedule Schedule(s) identifies the such 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 item itself). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 2.3.

REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY. The Seller and the Company, jointly and severally, Sellers represent and warrant to the Buyer Buyers that except as set forth in the schedules to the subsections of this Section 4 delivered by the Sellers to Buyers on the date hereof (such schedules hereinafter collectively referred to as the "Disclosure Schedules" and individually as a "Disclosure Schedule") the statements contained in this Section 2.3 4: (i) are correct and complete as of the date of this Agreement and Agreement; (ii) will be correct and complete as of the Closing Date Date, including with respect to any assets acquired by, or transferred to, the Company after the date hereof (as though made then and as though the Closing Date were sub stituted substituted for the date of this Agreement throughout this Section 2.34), except as set forth in ; and (iii) shall survive the disclosure schedule to be delivered by the Seller to the Buyer on the Closing Date hereof and initialed by the Parties (the "DISCLOSURE SCHEDULE")Closing. Nothing in the Disclosure Schedule Schedules shall be deemed adequate to disclose an exception to a representation or warranty made herein herein, however, unless the Disclosure Schedule sufficiently 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 item itself). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 2.3.

REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY. The Seller represents and the Company, jointly and severally, represent and warrant warrants to the Buyer that the statements contained in this Section 2.3 (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 sub stituted substituted for the date of this Agreement throughout this Section 2.3(S)4), except as set forth in the disclosure schedule to be delivered by the Seller to the Buyer on the Closing Date date hereof and initialed by the Parties (the "DISCLOSURE SCHEDULEDisclosure Schedule"). Nothing in the ------------------- Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein 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, 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 item itself). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 2.3(S)4.

REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY. The Seller As a material inducement to Xxxxxxx and Acquisition Sub to enter into this Agreement and consummate the transactions contemplated hereby, the Company and the Company, Company Executives hereby jointly and severally, severally represent and warrant to the Buyer Xxxxxxx and Acquisition Sub that all of the statements contained in this Section 2.3 3.1 are correct and complete as of the date of this Agreement Agreement, and hereby covenant that said statements will be correct and complete as of the Closing Merger Date (as though made then as of the Merger Date and as though the Closing Merger Date were sub stituted substituted for the date of this Agreement throughout this Section 2.3such statements provided that the representations and warranties made as of a specified date will be true and correct as of such date), except except, in each case, as set forth in the disclosure schedule to be delivered by the Seller concurrently with this Agreement setting forth exceptions to the Buyer on the Closing Date hereof representations and initialed by the Parties warranties set forth herein (the "DISCLOSURE SCHEDULEDisclosure Schedule"). Nothing in the Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein 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 item itself). The Disclosure Schedule will be is arranged in paragraphs sections corresponding to the numbered and lettered and numbered paragraphs sections contained in this Section 2.33.1, and no matter disclosed with respect to one section shall be deemed to be an exception to another section unless the applicability of such item to such other section is reasonably apparent. Notwithstanding anything herein to the contrary, the disclosure of any contract agreement, arrangement or understanding herein shall not affect or qualify any representation with respect to the effectiveness or enforceability of such contract, agreement, arrangement or understanding or the absence of breaches or defaults thereunder, unless otherwise specifically disclosed.

REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY. The Seller and the Company, Shareholders jointly and severally, severally represent and warrant to the Buyer Parent that the statements contained in this Section 2.3 SECTION 4 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date Date, including with respect to any assets acquired by, or transferred to, the Company after the date hereof (as though made then and as though the Closing Date were sub stituted substituted for the date of this Agreement throughout this Section 2.3SECTION 4), except as set forth in the disclosure schedule to be delivered by the Seller Shareholders to the Buyer Parent on the Closing Date 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 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 item itself). The Disclosure Schedule will be arranged in paragraphs sections corresponding to the lettered and numbered paragraphs contained in this Section 2.3Agreement.

REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY. and Its ------------------------------------------------------------- Subsidiaries. ------------- The Seller and the Company, Sellers jointly and severally, severally represent and warrant to the Buyer that the statements contained in this Section 2.3 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 sub stituted substituted for the date of this Agreement throughout this Section 2.34), except as set forth in the disclosure schedule to be delivered by Sellers to Buyer within ten (10) days of the Seller to the Buyer on the Closing Date hereof and date hereof, initialed by the Parties and subject to the provisions of Section 5(L) attached hereto as Exhibit B (the "DISCLOSURE SCHEDULEDisclosure Schedule"). Nothing in the Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein herein, however, unless the Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detailsufficient detail to accurately apprise Buyer of the true nature of the circumstance or situation. 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 item itself). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 2.34.