REPRESENTATIONS AND WARRANTIES IN RESPECT OF THE COMPANY. As an inducement to Purchaser to enter into this Agreement and perform its obligations hereunder, the Sellers hereby represent and warrant to Purchaser as follows, each of which representation and warranty is material and is being relied upon by Purchaser, and each of which is true as of the date hereof and shall be true as of the Closing, with the same effect as if said representations and warranties had been made at and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES IN RESPECT OF THE COMPANY. The Vendors hereby represent and warrant jointly and severally to Purchaser that each of the statements contained in this Section 3.1 are true and correct as at the time of execution and delivery of this Agreement and that such statements will be true and correct as at the Closing Time (except for any such statement which expressly speaks as at some other time), and the Vendors acknowledge that Purchaser is relying on such representations and warranties in connection with the purchase of the Purchased Shares and the completion of the other transactions hereunder.
REPRESENTATIONS AND WARRANTIES IN RESPECT OF THE COMPANY. Each Seller, jointly and severally, makes the representations and warranties set forth below to the Purchaser as of the date hereof and as of the Closing Date, and acknowledges that the Purchaser is entering into this Agreement in reliance upon such representations, warranties and covenants:
REPRESENTATIONS AND WARRANTIES IN RESPECT OF THE COMPANY. Representations and Warranties in Respect of the Company
REPRESENTATIONS AND WARRANTIES IN RESPECT OF THE COMPANY. 5 Section 2.1 Organization; Standing; Qualification and Power 5 Section 2.2 Authority; Execution and Delivery; Enforceability 6 Section 2.3 Capitalization and Company Subsidiaries 6 Section 2.4 No Conflict; Consents 7 Section 2.5 Financial Statements 8 Section 2.6 No Undisclosed Liabilities; Funded Indebtedness 8 Section 2.7 Absence of Certain Changes 9 Section 2.8 Compliance with Law; Permits 10 Section 2.9 Litigation 10 Section 2.10 Employee Matters 10 Section 2.11 Taxes 11 Section 2.12 Real Property 12 Section 2.13 Intellectual Property 13 Section 2.14 Material Contracts 13 Section 2.15 Insurance 15 Section 2.16 Environmental Matters 15 Section 2.17 Title to Assets 15 Section 2.18 Related Party Transactions 16 Section 2.19 Loans 16 Section 2.20 Brokers and Finders 16 Section 2.21 State Takeover Statutes 16 Section 2.22 Anti-Money Laundering, OFAC and Customer Information 16 Section 2.23 No Additional Representations 17
REPRESENTATIONS AND WARRANTIES IN RESPECT OF THE COMPANY. Except as set forth in the Disclosure Schedules attached hereto (the “Disclosure Schedules”), the Company hereby represents and warrants to Purchaser as of the date hereof as set forth below:
REPRESENTATIONS AND WARRANTIES IN RESPECT OF THE COMPANY. The Seller represents and warrants to Purchaser that the statements in this ARTICLE 3 are, as of the date hereof and as of the Closing Date, true and correct, except as set forth in the schedules accompanying this Agreement (each a “Schedule” and, collectively, the “Disclosure Schedules”) (each of which disclosures, in order to be effective, shall clearly indicate the Section and, if applicable, the Subsection of this ARTICLE 3 to which it relates (unless and only to the extent the relevance to other representations and warranties is reasonably apparent on its face from the actual text of the disclosures without any reference to extrinsic documentation or any independent knowledge on the part of the reader regarding the matter disclosed)).
REPRESENTATIONS AND WARRANTIES IN RESPECT OF THE COMPANY. In order to induce the Buyer to enter into this Agreement, the Company represents and warrants to the Buyer that the statements contained in this Article 3 are true and correct as of the Agreement Date and as of the Closing Date, except as set forth on the disclosure schedules delivered to the Buyer in connection herewith and which are attached hereto (the “Disclosure Schedules”). The sections of the Disclosure Schedules are numbered and captioned to correspond to the Sections of this Agreement, and each disclosure in the Disclosure Schedules will qualify the representations and warranties in the corresponding Section of this Agreement and in any other Section of this Agreement to which such disclosure is cross-referenced or to which the relevance of such disclosure is reasonably apparent on the face of such disclosure.
REPRESENTATIONS AND WARRANTIES IN RESPECT OF THE COMPANY. The Company represents and warrants to Buyer as follows and acknowledge and confirms that Buyer is relying upon such representations and warranties in entering into this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby:
REPRESENTATIONS AND WARRANTIES IN RESPECT OF THE COMPANY. The Company hereby represents and warrants to Parent and Sub, subject to such exceptions as are specifically disclosed in the disclosure schedule (referencing the appropriate section, subsection, paragraph and subparagraph numbers) supplied by the Company to Parent (the “Disclosure Schedule”) and dated as of the date hereof, on the date hereof and, unless otherwise provided herein, as of the Effective Time, as though made at the Effective Time, as follows:
