REPRESENTATIONS AND WARRANTIES OF MANAGEMENT. Subject to Section 12.5, except as set forth in the Management Disclosure Schedule set in Exhibit Q, Management represents and warrants, each in their capacity as a Selling Shareholder, to Purchaser:
REPRESENTATIONS AND WARRANTIES OF MANAGEMENT. Management represents and warrants as of the date hereof and as of the Closing Date to the Company as follows:
(a) Organization; Authority. Management is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations thereunder. The execution, delivery and performance by the Management of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Management. This Agreement, to which it is party has been duly executed by the Management, and when delivered by the Management in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Management, enforceable against it in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
REPRESENTATIONS AND WARRANTIES OF MANAGEMENT. Each of Adaxx, Xhoxxxxx xxd Loexxx xxpresents and warrants to the Company and the Bank, severally and not jointly, that:
REPRESENTATIONS AND WARRANTIES OF MANAGEMENT. Management hereby represents and warrants (which words, for purposes of this Agreement, are used interchangeably), as of the date of this Agreement:
REPRESENTATIONS AND WARRANTIES OF MANAGEMENT. Management hereby makes the following representations and warranties to EMI and Acquisition, each to the best of its knowledge, and subject to the disclosures set forth in the Disclosure Memorandum previously delivered to EMI and Acquisition dated the date of this Agreement (the "Disclosure Memorandum"). Except as specifically noted each of the following representations and warranties give effect to the Partnership Exchange and includes the operations, assets and liabilities of the Partnership.
REPRESENTATIONS AND WARRANTIES OF MANAGEMENT. MASS PC AND THE COMPANY............ 7 4.1
REPRESENTATIONS AND WARRANTIES OF MANAGEMENT. Mass PC and the ------------------------------------------------------------- Company............................................................ 28 ------- 5.2 Joint and Several Representations and Warranties............................ 28 ------------------------------------------------ ARTICLE VI REPRESENTATIONS AND WARRANTIES OF CENTERPOINT..................................... 28 6.1
REPRESENTATIONS AND WARRANTIES OF MANAGEMENT. Mass PC and the ------------------------------------------------------------- Company. To such Member's actual knowledge, the representations and ------- warranties of Management, Mass PC and the Company set forth in Article IV ---------- of this Agreement are true and correct.
REPRESENTATIONS AND WARRANTIES OF MANAGEMENT. Each of JM and JT hereby severally represents and warrants to the Investors that, except as set forth in the Disclosure Letter:
REPRESENTATIONS AND WARRANTIES OF MANAGEMENT. 4.1 Organization and Good Standing; Formation; Subsidiaries
4.2 Capitalization of the Company 4.3 Employee Benefit Plans
4.4 No Conflict 4.5 Consents 4.6 Filings
4.7 Financial Matters
4.8 Compliance with Laws; Permits
4.9 Litigation
4.10 Real Property 4.11 Personal Property 4.12 Intellectual Property 4.13 Title Matters
