REPRESENTATIONS AND WARRANTIES OF COMPANY AND SELLERS. Company and each of Sellers jointly and severally represent and warrant to Purchaser the following matters. For purposes of Sections 3.6 through and including 3.14, Section 3.16, Sections 3.17 through and including 3.22, Sections 3.24 through and including 3.30 and Sections 3.33 through and including 3.37 (including all definitions referenced therein), the term “Company” shall also be deemed to include any Person in which Company currently holds, or in the past held, an interest. These representations and warranties, and the information in the Disclosure Schedules referenced therein, are current as of the date of this Agreement and as of the Closing Date except to the extent that a representation, warranty or Schedule expressly states that such representation or warranty, or information in such Schedule, is current only as of an earlier date or as of the date of this Agreement.
REPRESENTATIONS AND WARRANTIES OF COMPANY AND SELLERS. As a material inducement to Buyer entering into this Agreement and knowing and acknowledging that Buyer is relying upon the same, the Company and Sellers, jointly and severally, hereby make, as of the Closing Date, the following representations and warranties to Buyer.
REPRESENTATIONS AND WARRANTIES OF COMPANY AND SELLERS. Company and Sellers, jointly and severally, represent and warrant to Purchaser, as of the date hereof, and at the Closing Date, subject to the exceptions set forth in the Seller Disclosure Schedule, which will be deemed to qualify all applicable representations and warranties under this Agreement regardless of whether specifically cross-referenced as pertaining thereto:
REPRESENTATIONS AND WARRANTIES OF COMPANY AND SELLERS. The Company and each Seller, severally and not jointly, represents and warrants to Buyer that the statements contained in this ARTICLE II are true and correct as of the date hereof. For purposes of this Article II, "Company’s or Sellers’ knowledge," "knowledge of Company or Sellers," and any similar phrases shall mean the actual knowledge of any director, manager or officer of Company or Seller.
Section 2.01 Capacity/Organization and Authority of Seller; Enforceability. Sellers set forth on the signature page have the power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out their obligations hereunder, and to consummate the transactions contemplated hereby. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Xxxxxxx, and (assuming due authorization, execution, and delivery by Xxxxx) this Agreement and the documents to be delivered hereunder constitute legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms.
Section 2.02 Organization, Authority, and Qualification/Organization of the Company. The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Florida. The Company has full limited liability company power and authority to own, operate, or lease the properties and assets now owned, operated, or leased by it and to carry on its business as it has been and is currently conducted. Section 2.02 of the Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary.
REPRESENTATIONS AND WARRANTIES OF COMPANY AND SELLERS. Company and Sellers hereby represent and warrant to Buyer that the statements in the following paragraphs of this Section 4 are all true and complete as of the date hereof, and shall be true and correct as of the Closing:
REPRESENTATIONS AND WARRANTIES OF COMPANY AND SELLERS. The Company and each Seller, jointly and severally, hereby represent and warrant to Purchaser as follows, except as specifically disclosed in the schedules to this Article II (whether or not any such schedule is specifically described in or required by this Article II) and attached hereto (collectively, the “Disclosure Schedules”):
REPRESENTATIONS AND WARRANTIES OF COMPANY AND SELLERS. (a) The representations and warranties of Company and Sellers contained in Section 3.1.1, Section 3.1.2, Section 3.1.3, Section 3.1.4(a), Section 3.1.17, Section 3.1.18 and Section 3.1.20 (the “Company Fundamental Representations”) shall be true and correct in all respects as of the Closing Date with the same force and effect as if made on the Closing Date (except to the extent that any such representation and warranty speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such date). All other representations and warranties of Company and Sellers in this Agreement shall be true and correct in all respects as of the Closing Date with the same force and effect as if made on the Closing Date (except to the extent that any such representation and warranty speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such date), except where the failure to be true and correct (without regard to any materiality or Company Material Adverse Effect qualifiers set forth therein) would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) The representations and warranties of Sellers contained in Section 3.3.1, Section 3.3.2(a), Section 3.3.2(b), and Section 3.3.2(c) (the “Seller Fundamental Representations”) shall be true and correct in all respects as of the Closing Date with the same force and effect as if made on the Closing Date (except to the extent that any such representation and warranty speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such date). All other representations and warranties of Sellers in this Agreement shall be true and correct in all respects as of the Closing Date with the same force and effect as if made on the Closing Date (except to the extent that any such representation and warranty speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such date), except where the failure to be true and correct (without regard to any materiality or Company Material Adverse Effect qualifiers set forth therein) would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
REPRESENTATIONS AND WARRANTIES OF COMPANY AND SELLERS. Company and each of Sellers jointly and severally represent and warrant to Purchaser the following matters. For purposes of Sections 3.6 through and including 3.14, Sections 3.16 through and including 3.30 and Sections 3.32 through and including 3.40 (including all definitions referenced therein), the term “Company” shall also be deemed to include Galaxy Canada Corporation and Galaxy Scientific Canada Company, a Nova Scotia unlimited liability company and for the purposes of Section 3.14, Company shall also include Galaxy Tracking Systems, LLC and Galaxy Aviation Security, L.L.C. If an item listed in the Disclosure Schedules is listed in reference to any Subsidiary or former Subsidiary pursuant to the previous sentence, the applicable Disclosure Schedule shall identify such Person. These representations and warranties, and the information in the Disclosure Schedules referenced therein, are current as of the date of this Agreement and as of the Closing Date except to the extent that a representation, warranty or Schedule expressly states that such representation or warranty, or information in such Schedule, is current only as of an earlier date or as of the date of this Agreement.
REPRESENTATIONS AND WARRANTIES OF COMPANY AND SELLERS. As a material inducement to the Purchaser to enter into this Agreement and purchase the Membership Interests and Promissory Notes, the Sellers and the Company, jointly and severally, represent and warrant that, except as set forth in the attached Disclosure Schedule:
REPRESENTATIONS AND WARRANTIES OF COMPANY AND SELLERS. 7 4.01. Organization and Authorization .............................................................7 4.02. Authorized and Outstanding Stock ...........................................................9 4.03.
