REPRESENTATIONS AND WARRANTIES OF BUYER AND GUARANTOR. Buyer and Guarantor hereby represent and warrant to Seller as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER AND GUARANTOR. As an inducement to Seller and the Company to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer and Guarantor hereby jointly and severally represent and warrant to Seller and the Company, as of the date hereof, as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER AND GUARANTOR. As an inducement to Seller and PDK to enter into this Agreement, Buyer and Guarantor represent and warrant to Seller and PDK that:
REPRESENTATIONS AND WARRANTIES OF BUYER AND GUARANTOR. Buyer hereby represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER AND GUARANTOR. Each of Buyer and Smithfield hereby represents and warrants to Sellers as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER AND GUARANTOR. (a) Buyer hereby represents and warrants to Sellers as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER AND GUARANTOR. Buyer and Guarantor hereby make to Seller the following representations and warranties as of the date of this Agreement and as of the Effective Date:
REPRESENTATIONS AND WARRANTIES OF BUYER AND GUARANTOR. Buyer hereby represents and warrants to each Seller as of the date of this Agreement and as of the Closing Date that:
REPRESENTATIONS AND WARRANTIES OF BUYER AND GUARANTOR. 34 4.1 Organization, Corporate Power and Authority 34 4.2 Authorization of Agreement 34 4.3 Effect of Agreement 35 4.4 Approvals 35 4.5 Sufficient Funds 35 ARTICLE 5 ADDITIONAL COVENANTS 35 5.1 Confidentiality 35 5.2 Audit Cooperation 35 5.3 All Reasonable Efforts 36 5.4 Post-Closing Cooperation Relating to Assets and Excluded Assets. 36 5.5 No Post-Closing Retention of Copies 37 5.6 Post-Closing Tax Matters 37 5.7 Continued Existence of Seller 37 5.8 Use of Purchase Price; Employee Matters 37 5.9 No Continuing Business Operations; Noncompetition 39 5.10 Continuing Employees Confidentiality, Non-Competition and Non-Solicitation Agreements 39 5.11 Release of Guarantees 39 5.12 Nonassignable Contracts 39 5.13 Professional Liability Insurance 40 ARTICLE 6 THE CLOSING – SELLER AND PARTNER DELIVERABLES AND ACTIONS 40 6.1 Performance 40 6.2 Employees. 40 6.3 Bank of Texas Pay-Off 40 6.4 Liabilities Schedule 40 6.5 Seller Closing Debt 41 6.6 Partner Independent Consultant Agreements 41 6.7 Other Independent Consultant Agreements 41 6.8 Insurance; Insurance Tail 41 6.9 Transfer of A/R Bank Accounts 41 6.10 Seller Contracts Workbook 41 6.11 Additional Closing Deliverables and Actions 41 ARTICLE 7 THE CLOSING – BUYER DELIVERABLES AND ACTIONS 42 7.1 Performance 42 7.2 Additional Closing Deliverables and Actions 42 ARTICLE 8 SURVIVAL 43 8.1 Survival of Seller’s and the Partners’ Representations and Warranties 43
REPRESENTATIONS AND WARRANTIES OF BUYER AND GUARANTOR. 28 4.01 Organization...............................................28 4.02 Powers; Consents; Absence of Conflicts.....................28 4.03
