REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE SHAREHOLDERS. The Company and The Shareholders hereby represent and warrant as follows:
REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE SHAREHOLDERS. All representations, warranties and covenants of the Company and the Shareholders contained in this Agreement will survive the Closing and remain operative and in full force and effect, regardless of any investigation made by or on behalf of the parties to this Agreement until the date of QuadraMed's first audited financial statements containing combined operations of QuadraMed and the Company for claims that could reasonably be discovered during such audit, and, for claims that could not reasonably be discovered during such audit, until one (1) year from the date of the Closing (the "Survival Period") and, thereafter, to the extent a claim is made prior to the expiration of the Survival Period with respect to any breach of such representation, warranty or covenant, until such claim is finally determined or settled, whereupon such representation, warranties and covenants will expire.
REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE SHAREHOLDERS. Company and the Shareholders, jointly and severally, represent and warrant to Parent and Subsidiary as follows:
REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE SHAREHOLDERS. 15 5.1. Organization and Good Standing..............................................15 5.2. Authority; No Conflict......................................................15 5.3. Capitalization..............................................................16 5.4. Financial Statements........................................................17 5.5.
REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE SHAREHOLDERS. Company and the Shareholders 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 the Shareholders 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 THE SHAREHOLDERS. Company and each UMI Shareholder (except for the Pattxxxxx Xxxst, J. H. Xxxxxxxx Xxxst, J.L. Xxxxxxxx Xxxst, Pool Trust, C. Cxxxxxxx Xxxst, K. Cxxxxxxx Xxxst and Scofxxxx), xointly and severally, represent, warrant and covenant; Scofxxxx xxxresents, warrants and covenants to the best of his knowledge; and each Stepxxxx Xxxreholder jointly and severally represents, warrants and covenants, to the best knowledge of such Stepxxxx Xxxreholder, as follows:
REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE SHAREHOLDERS. As of the date hereof, the Company and the Shareholders make the following representations and warranties to Buyer; provided, however, that the representations and warranties made in Sections 4.1, 4.3, 4.4, 4.6(a), the information in Section 4.9, with respect to the Shareholders and any portion of Section 4.27 that relates to any of the foregoing are made by each of the Seller, Alex and the Company severally, as to himself or itself, and not jointly as to any other party.
REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE SHAREHOLDERS. Except as disclosed in the disclosure schedule of the Company and the Shareholders attached hereto as Schedule B (the “Company Disclosure Schedule”), Cxxxxxxxxxx Xxxxxxxx, Dxxx Xxxxxxx and Jxxx Xxxxxxx, jointly and severally, represent and warrant to Buyer as set forth below. The Company Disclosure Schedule shall be arranged in sections corresponding to the specific numbered and lettered section contained in this Agreement that it relates to.
REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE SHAREHOLDERS. Company and the Shareholders, the Management Shareholders and the Controlling Shareholders, jointly and severally, represent and warrant to, and otherwise covenant and agree with, Parent as set forth in EXHIBIT 2 hereto; PROVIDED, HOWEVER, that in consideration of the Merger Consideration, each of the Shareholders does for himself, and his respective successors and assigns, hereby forever waive any right of subrogation which any of the Shareholders has or may have against Company with respect to Company's representations, warranties and covenants made jointly and severally by each of Company and the Shareholders herein; PROVIDED FURTHER that each of the Shareholders waives any right to proceed against Company, now or hereafter, for contribution, indemnity, reimbursement and any other suretyship rights and claims, whether direct or indirect, liquidated or contingent, which any of the Shareholders may now have or hereafter have as against Company with respect to each of such Shareholder's representations, warranties and covenants set forth herein.
REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE SHAREHOLDERS. The Company and the Shareholders hereby represent and warrant to Ebank as follows:
