REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND ACQUIROR SUB. Except as specifically set forth in the Schedules (with specific references to the Section or subsection of this Agreement to which the information stated in such disclosure relates), Acquiror and Acquiror Sub hereby represent, warrant to and agree with the Company as follows, in each case as of the date of this Agreement and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND ACQUIROR SUB. Acquiror and Acquiror Sub hereby, jointly and severally, represent and warrant to the Company that:
REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND ACQUIROR SUB. Except as specifically set forth in the Disclosure Letter delivered by Acquiror and Acquiror Sub to Company prior to the execution and delivery of this Merger Agreement (the "Acquiror Disclosure Letter") and referenced in the Acquiror Disclosure Letter to the Section(s) of this Article IV to which such disclosure applies, Acquiror and Acquiror Sub hereby jointly and severally represent, warrant to and agree with Company as follows, in each case as of the date of this Merger Agreement and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND ACQUIROR SUB. Acquiror and Acquiror Sub jointly and severally represent and warrant to Parent and Holdings as follows:
REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND ACQUIROR SUB. The term "
REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND ACQUIROR SUB. Except as set forth in the Disclosure Schedule delivered by Acquiror to the Target and the Shareholders and signed by the Target and Acquiror for identification prior to the execution and delivery of this Agreement (the "ACQUIROR DISCLOSURE SCHEDULE"), which shall identify exceptions by specific section references. Acquiror and Acquiror Sub hereby, jointly and severally, represent and warrant to the Target and the Shareholders that:
REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND ACQUIROR SUB. Except as specifically set forth in the Disclosure Schedule delivered by Acquiror and Acquiror Sub to the Company prior to the execution and delivery of this Merger Agreement (the "Acquiror Disclosure Schedule") (with a disclosure ---------------------------- with respect to a Section of this Merger Agreement to require a specific reference in the Acquiror Disclosure Schedule to the Section of this Merger Agreement to which each such disclosure applies, and no disclosure to be deemed to apply with respect to any Section to which it does not expressly refer), Acquiror and Acquiror Sub hereby jointly and severally represent and warrant (which representation and warranty shall be deemed to include the disclosure with respect thereto so specified in the Acquiror Disclosure Schedule) to the Company as follows, in each case as of the date of this Merger Agreement, unless otherwise specifically set forth herein or in the Acquiror Disclosure Schedule:
REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND ACQUIROR SUB. Acquiror and Acquiror Sub hereby, jointly and severally, represent and warrant to the Target that:
REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND ACQUIROR SUB. Acquiror and Acquiror Sub, jointly and severally, represent and warrant as of the date hereof to Seller and Seller Sub as set forth in this Article IV, except as set forth in the disclosure schedule provided to Seller herewith (the “Acquiror Disclosure Schedule”). The Acquiror Disclosure Schedule is arranged in sections corresponding to the numbered and lettered sections contained in this Article IV. Nothing in a section of the Acquiror Disclosure Schedule referenced in a representation or warranty shall be deemed adequate to disclose an exception to a representation or warranty made herein unless the Acquiror 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 phrase “provided to Seller”, “delivered to Seller” or “made available to Seller” or any phrase of similar import means that Acquiror or Acquiror Sub has delivered, provided access to or made certain items available for review and copying, or that such items are available on xxx.xxx.xxx, to Seller, Seller Sub or their counsel. For purposes of this Article IV, the phrase “to the Knowledge of Acquiror” or any phrase of similar import shall be deemed to refer to the actual knowledge of the senior executive officers of Acquiror and Acquiror Sub (i.e., the senior vice president level and up) after reasonable investigation.
REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND ACQUIROR SUB. Acquiror and Acquiror Sub hereby represent and warrant to the Stockholder that each of Acquiror and Acquiror Sub has all requisite corporate power and authority to enter into this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Merger Agreement by Acquiror and Acquiror Sub, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of Acquiror and Acquiror Sub. This Agreement and the Merger Agreement have been duly executed and delivered by Acquiror and Acquiror Sub and constitutes valid and binding obligations of Acquiror and Acquiror Sub enforceable in accordance with their respective terms.
