Representations and Warranties Concerning the Target and Its Subsidiaries. The Seller represent and warrant to the Buyer that the statements contained in this §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 §4), except as set forth in the disclosure schedule delivered by the Seller to the Buyer on the date hereof and initialed by the Parties (the "Disclosure Schedule").
Representations and Warranties Concerning the Target and Its Subsidiaries. The Sellers represent and warrant to the Buyer that, to the Sellers' Knowledge, the statements contained in this §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 §4), except as provided elsewhere in this Agreement, the Exhibits and/or the Appendices attached hereto, and/or in the documents provided by the Sellers to the Buyer on or before the Closing, including, without limitation, the Disclosure Schedule with attached Schedules delivered by the Sellers to the Buyer on the date hereof and initialed by the Parties, and attached hereto as Exhibit B. The statements contained in the Exhibits, Appendices, and/or in the documents provided by the Sellers to the Buyer on or before the Closing, including, without limitation, the Disclosure Schedule with attached Schedules attached hereto as Exhibit B, are incorporated in the representations and warranties contained in this Section 4 by this reference. The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this §4.
Representations and Warranties Concerning the Target and Its Subsidiaries. Ledecky represents and warrants with respect to himself and Target, and the Target Shareholders represent and warrant with respect to themselves and the Subsidiaries of the Target, to the Source 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 Target Shareholders to the Source 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, 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 4.
Representations and Warranties Concerning the Target and Its Subsidiaries. The 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 delivered by the Sellers 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 particularity and describes the relevant facts in 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 4.
Representations and Warranties Concerning the Target and Its Subsidiaries. Target and the Shareholders, jointly and severally, represent and warrant to Avana and Parent that the statements contained in this Section 4 are correct and complete as of the date of this Agreement, except as set forth in the disclosure schedule delivered by the Shareholders to Avana and Parent on the date hereof and initialed by the Parties (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 Target and Its Subsidiaries. The Sellers jointly and severally represent and warrant to the Buyer that the statements contained in this Section 4 are correct and complete as of the Effective Date 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 Effective Date throughout this Section 4), except as set forth in the disclosure schedule attached hereto as Schedule 1 (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. 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 Target and Its Subsidiaries. 7 (a) Organization, Qualification, and Corporate Power.........................7 (b) Capitalization...........................................................8 (c) Noncontravention.........................................................8 (d) Brokers' Fees............................................................9 (e) Title to Assets..........................................................9 (f) Subsidiaries.............................................................9 (g) Financial Statements.....................................................9 TABLE OF CONTENTS (CONTINUED) PAGE (h) Events Subsequent to Most Recent Fiscal Year End........................10 (i) Undisclosed Liabilities.................................................12
Representations and Warranties Concerning the Target and Its Subsidiaries. The Seller represents and warrants to the Buyer that the statements contained in this 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 ss.4), except as set forth in the disclosure schedule delivered by the Seller to the Buyer on the date hereof and initialed by the Parties (the "DISCLOSURE SCHEDULE").
Representations and Warranties Concerning the Target and Its Subsidiaries. 12 (A) ORGANIZATION, QUALIFICATION, AND CORPORATE POWER............................. 12 (B) CAPITALIZATION............................................................... 13 (C) NONCONTRAVENTION............................................................. 13 (D) BROKERS' FEES................................................................ 13 (E)
Representations and Warranties Concerning the Target and Its Subsidiaries. Each of the Seller, on the one hand, and Chase and McDuxxxx (xxintly and severally as to each other but separately from Seller), on the other hand, represents and warrants to the Buyer that the statements contained in this Section 4 are true and correct as of the date of this Agreement and will be true and correct 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 Seller to the Buyer on the date hereof (the "Disclosure Schedule"); provided, however, that the statements contained in Sections 4(c), (e), (g), (h) (except (h)(xi)-(xiii) and (xv)-(xix)), (i)-(l), (o)-(r), (t)-(y) and (aa), when deemed to be made by Chase and McDuxxxx xxx made only to the actual knowledge of Chase and McDuxxxx xxxer reasonable investigation; and provided, further, that the statements contained in Sections 4 (m) and (n), when deemed to be made by Chase and McDuxxxx xxx made only to the actual knowledge of Chase and McDuxxxx xxxhout investigation, and provided, further, that the statements contained in Section 4(z), when deemed to be made by Chase and McDuxxxx xxx made only to the actual knowledge of Chase and McDuxxxx xxxer due and diligent inquiry, including direct consultation with FCC counsel. Chase and McDuxxxx xxx deliver to Buyer a Supplement to the Disclosure Schedule (the "Supplement") not less than five (5) business days prior to the Closing, which will contain any new exceptions to the representations and warranties of Chase and McDuxxxx xxx forth in this Section 4 as a result of events or occurrences which arise subsequent to the date of this Agreement. Notwithstanding anything to the contrary contained herein, the Supplement shall be deemed to amend the Disclosure Schedule as of the Closing, solely with respect to the representations and warranties made in Section 4 by Chase and McDuxxxx. Xxthing 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 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 ha...
