REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE STOCKHOLDERS. 8 (A) Representations and Warranties of COMPANY and the STOCKHOLDERS......................................................................... 8 5.1 Due Organization..................................................................... 8 5.2 Authorization........................................................................ 9 5.3 Capital Stock of COMPANY............................................................. 9 5.4 Transactions in Capital Stock, Organization Accounting............................... 9 5.5
REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE STOCKHOLDERS. Each of COMPANY and the STOCKHOLDERS represents and warrants that all of the following representations and warranties in this Section 5(A) are true, complete and correct at the date of this Agreement and, subject to Section 7.8 hereof, shall be true, complete, and correct at the time of Closing and at the Effective Time and that such representations and warranties shall survive the Closing and the Effective Time for a period of the earlier of (i) the date of the first audit of financial statements of the Surviving Corporation containing combined operations of MARINEMAX and the Surviving Corporation for those representations and warranties set forth within Section 5(A) which representations and warranties specifically deal with items that would be expected to be encountered in the audit process, or (ii) twelve (12) months, the last day of such period being the "Expiration Date". For purposes of this Section 5(A), the term COMPANY shall mean and refer to COMPANY and all other Acquired Parties, if any.
REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE STOCKHOLDERS. Each of COMPANY and the STOCKHOLDERS represents and warrants that all of the following representations and warranties in this Section 5(A) are true, complete and correct at the date of this Agreement and, subject to Section 7.8 hereof, shall be true,
REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE STOCKHOLDERS. 2.1 ORGANIZATION AND POWER; CAPITALIZATION............................................. 10 2.2 AUTHORIZATION; BINDING EFFECT, ETC................................................. 12 2.3 CHARTER, BY-LAWS AND MINUTES....................................................... 12 2.4
REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE STOCKHOLDERS. As a material inducement to Buyer to enter into and perform this Agreement, Company and each Stockholder, jointly and severally, represents and warrants that:
REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE STOCKHOLDERS. Subject to the applicable limitations herein (including in Articles 6 and 7), each of the Company and the Stockholders hereby jointly and severally represent and warrant to Acquiror that the statements contained in this Article 4 are true and correct at and as of the Effective Time (except that the Stockholders' representations and warranties set forth in Sections 4.1, 4.2, 4.3, and 4.5 relating to matters specific to each Stockholder are made by each Stockholder only with respect to itself and not regarding any other party or its affairs). The disclosure schedule delivered by the Company to the Acquiror on or before the date of this Agreement (the "Company Disclosure Schedule") is arranged corresponding to the sections contained in this Agreement and each item set forth in the Company Disclosure Schedule constitutes disclosure or qualification with respect to any other section in this Agreement to which that item corresponds.
REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE STOCKHOLDERS. The representations and warranties of Company and the Stockholders set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement, except as otherwise contemplated by this Agreement.
REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE STOCKHOLDERS. All representations, warranties and covenants of the Company and the Stockholders 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 STOCKHOLDERS. 15 SECTION 4.01 Organization and Qualification; No Subsidiaries............................................15 SECTION 4.02 Certificate of Incorporation and Bylaws....................................................15 SECTION 4.03 Capitalization ............................................................................15 SECTION 4.04 Authority Relative to This Agreement.......................................................16 SECTION 4.05 No Conflict; Required Filings and Consents.................................................17 SECTION 4.06 Permits; Compliance with Laws..............................................................17 SECTION 4.07 Financial Statements.......................................................................18 SECTION 4.08 Absence of Certain Changes or Events.......................................................18 SECTION 4.09 Employee Benefit Plans; Labor Matters......................................................19 SECTION 4.10
REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE STOCKHOLDERS. Company and each Managing Stockholder jointly and severally hereby represent and warrant to Parent all of the representations and warranties set forth in this Article IV, subject to the exceptions specifically disclosed in writing in the Company Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article IV. Each Stockholder who is not a Managing Stockholder hereby severally (and not jointly) represents and warrants to Parent, subject to the exceptions specifically disclosed in writing in the Company Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article IV, with respect to the representations and warranties set forth in Sections 4.04, 4.05 and 4.20 below, but only to the extent that such representations and warranties are in respect of such non-Managing Stockholder or the Company Common Stock held of record by or on behalf of such non-Managing Stockholder. EAI hereby represents and warrants to Parent all of the representations and warranties set forth in Sections 4.03(b), 4.04, 4.05, 4.06, 4.09, 4.10, 4.12, 4.13, 4.14, 4.16, 4.18, 4.19, 4.20, 4.21 and 4.23 below, subject to the exceptions specifically disclosed in writing in the Company Disclosure Schedule, all such exceptions to be referenced to a specific representation set forth in this Article IV.
