REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUBSIDIARY. Buyer and Merger Subsidiary represent and warrant to the Company that:
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUBSIDIARY. SECTION 5.01. Corporate Existence and Power................................28 SECTION 5.02. Corporate Authorization......................................28 SECTION 5.03.
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUBSIDIARY. Each of Buyer and Merger Subsidiary represents and warrants to the Stockholder Parties that each statement contained in this Article IV is true and correct as of the date hereof, except as set forth in the disclosure letter of the Buyer (collectively, the “Buyer Disclosure Letter”). Each section of the Buyer Disclosure Letter shall be deemed to incorporate by reference all information disclosed in any other section of the Buyer Disclosure Letter.
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUBSIDIARY. Buyer and Merger Subsidiary hereby, jointly and severally, represent and warrant to each of the Stockholders as of the date hereof as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUBSIDIARY. 27 3.1 Corporate Existence and Power.................................... 27 3.2
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUBSIDIARY. Except as set forth in the disclosure schedule delivered by Buyer and Merger Subsidiary to the Company prior to the execution of this Agreement (the "Buyer Disclosure Schedule"), Buyer and Merger Subsidiary represent and warrant to the Company as of the date hereof and as of the Effective Time that:
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUBSIDIARY. Each of Buyer and Merger Subsidiary represents and warrants to each Stockholder as follows:
(a) Each of Buyer and Merger Subsidiary is duly organized and validly existing and in good standing under the laws of the State of Delaware, has the requisite corporate or limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary corporate or limited liability company action to authorize the execution, delivery and performance of this Agreement. This Agreement has been duly and validly executed and delivered by each of Buyer and Merger Subsidiary and constitutes the legal, valid and binding obligation of each of Buyer and Merger Subsidiary, enforceable against each of Buyer and Merger Subsidiary in accordance with its terms.
(b) The execution and delivery of this Agreement by each of Buyer and Merger Subsidiary does not, and the performance by each of Buyer and Merger Subsidiary of its respective obligations hereunder will not, (i) constitute a violation of, conflict with, or result in a default (or an event which, with notice or lapse of time or both, would result in a default) under, its respective certificate of incorporation or bylaws or equivalent documents or any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which either of Buyer and Merger Subsidiary is a party or by which either of Buyer and Merger Subsidiary is bound or any law, regulation, judgment, writ, decree, order or ruling applicable to Buyer or Merger Subsidiary, or (ii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of either Buyer or Merger Subsidiary pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which either Buyer or Merger Subsidiary is a party or by which it or any of its properties is bound or affected, except for any such breaches, defaults or other occurrences that would not prevent or materially delay the performance by either Buyer or Merger Subsidiary of its obligations under this Agreement.
(c) Neither the execution and delivery of this Agreement nor the performance by each of Buyer and M...
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUBSIDIARY. Buyer and Merger Subsidiary hereby represent and warrant to the Company that, except as set forth in the Buyer Disclosure Schedule attached hereto as EXHIBIT E (the "BUYER DISCLOSURE SCHEDULE") (which Buyer Disclosure Schedule sets forth the exceptions to the representations and warranties contained in this Article 3 under captions referencing the Sections to which such exceptions apply):
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUBSIDIARY. Buyer and Merger Subsidiary hereby represent and warrant to the Company and the Stockholders that as of the date of this Agreement and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUBSIDIARY. Buyer represents and warrants to the Company, and Merger Sub represents to the Company solely as to those representations specifically referring to it, that, except as disclosed in Buyer SEC Reports (as defined below) filed with the SEC prior to the date of this Agreement:
