REPRESENTATIONS AND WARRANTIES OF COMPANY AND SHAREHOLDER. Company and Shareholder jointly and severally represent and warrant to, and agree with, Bristol, Purchaser and Surviving Corporation that (except for changes contemplated by this Agreement), each of the following statements is true, correct and complete as of the date of this Agreement and will be true, correct and complete as of the Closing Date (each such statement to be made again by Company and Shareholder on that date with the Closing Date being substituted for the date of this Agreement throughout this Article 2):
REPRESENTATIONS AND WARRANTIES OF COMPANY AND SHAREHOLDER. Company and Shareholder, jointly and severally, make the following representations and warranties to Buyer, each of which is true and correct on the date hereof, shall remain true and correct to and including the Closing Date, shall be unaffected by any investigation heretofore or hereafter made by Buyer, or any knowledge of Buyer other than as specifically disclosed in the Disclosure Schedule delivered to Buyer at the time of the execution of this Agreement, and shall survive the Closing of the transactions provided for herein.
REPRESENTATIONS AND WARRANTIES OF COMPANY AND SHAREHOLDER. Company and the Shareholder hereby represent and warrant to Purchaser that as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF COMPANY AND SHAREHOLDER. Company and Shareholder, jointly and severally, represent and warrant to FNFI, Newco and Surviving Corporation that (except for changes contemplated by this Agreement), each of the following statements is true, correct and complete as of the date of this Agreement and will be true, correct and complete as of the Closing Date (each such statement to be made again by Company and Shareholder on that date with the Closing Date being substituted for the date of this Agreement throughout this Article 4):
REPRESENTATIONS AND WARRANTIES OF COMPANY AND SHAREHOLDER. As a material inducement to GlobalSecure to enter into and perform its obligations under this Agreement, the Company and Shareholder, jointly and severally, hereby represent and warrant to GlobalSecure and GlobalSecure Sub that, except as set forth on the disclosure schedule attached hereto as Exhibit B (the “Disclosure Schedule”) (which specifically identifies the relevant subsection(s) hereof, which Disclosure Schedule shall be deemed to be part of the representations and warranties as if made hereunder):
REPRESENTATIONS AND WARRANTIES OF COMPANY AND SHAREHOLDER. 11 4.1. Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 4.2. Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 4.3. No Violation. . . . . . . . . . . . . . . . . . . . . . . . . . 12 4.4. Financial Statements. . . . . . . . . . . . . . . . . . . . . . 12 4.5.
REPRESENTATIONS AND WARRANTIES OF COMPANY AND SHAREHOLDER. 3 SECTION 3.01
REPRESENTATIONS AND WARRANTIES OF COMPANY AND SHAREHOLDER. 10 4.1 Corporate............................................................................... 10 4.2 Authority............................................................................... 11 4.3
REPRESENTATIONS AND WARRANTIES OF COMPANY AND SHAREHOLDER. The --------------------------------------------------------- Company and Shareholder hereby jointly and severally represent and warrant to FirstAmerica as follows:
REPRESENTATIONS AND WARRANTIES OF COMPANY AND SHAREHOLDER. 4.1 Company and Shareholder represent and warrant to Dreams that the shares of the Company Common Stock held by Shareholder which will be converted into Dreams Common Stock are free of all liens and encumbrances and that Shareholder has not granted any rights in or to those shares to any other party. All of the issued and outstanding Shares of Company are validly issued, fully paid and non-assessable and free of preemptive rights or similar rights created by statute, the Articles of Incorporation or Bylaws of Company or any agreement by which Company or any of its subsidiaries is a party or by which it is bound.
