REPRESENTATIONS AND WARRANTIES OF MANAGEMENT SHAREHOLDERS. Each of the Management Shareholders, severally and jointly, represents and warrants to each Series C Investor that, except as set forth in the Disclosure Schedule, the following representations are true and complete as of the date hereof and the date of Closing.
REPRESENTATIONS AND WARRANTIES OF MANAGEMENT SHAREHOLDERS. Each of the Management Shareholders, severally and not jointly, represents and warrants to the Purchaser as of the date hereof (or such later date as is specified) and as of the Closing Date that: (i) except as set forth on Schedule 4A, such Management Shareholder has (A) sole record and beneficial ownership of the number and class or series of Shares set forth for such Shareholder on Schedule 4.03(a)(i), in each case free and clear of any Lien, other than Management Shareholder Permitted Liens, and (B) the unqualified right to sell, assign, transfer and deliver such Shares in connection with the consummation of the Merger; (ii) such Management Shareholder has all necessary corporate or applicable entity power and authority, if applicable, to execute and deliver this Agreement and the other Transaction Documents to which such Person is a party and to consummate the transactions contemplated hereby and thereby; (iii) the execution and delivery of this Agreement, and each of the Transaction Documents to which such Person is a party, by such Management Shareholder and the consummation by such Management Shareholder of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate or applicable entity proceedings, if applicable, on the part of such Management Shareholder, other than approval and adoption of this Agreement and the Merger by the stockholders of the Company; and (iv) this Agreement and the other Transaction Documents to which such Person is a party has been (or upon execution and delivery thereof will be) duly and validly executed and delivered by such Management Shareholder and, assuming the due and valid authorization, execution and delivery of this Agreement and the other Transaction Documents to which such Person is a party by each other Person party thereto (other than such Management Shareholder), this Agreement and such other Transaction Documents constitute (or upon such execution and delivery will constitute) a valid and binding obligation of such Management Shareholder enforceable against it in accordance with their terms, except that such enforceability (A) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally and (B) is subject to general principles of equity.
REPRESENTATIONS AND WARRANTIES OF MANAGEMENT SHAREHOLDERS. Management Shareholders hereby, severally but not jointly, represent and warrant to SmartForce as of the date hereof and as of immediately prior to the Closing, subject to such exceptions as are specifically disclosed in the disclosure letter (referencing the appropriate Section number) supplied separately by the Management Shareholders to SmartForce (the "DISCLOSURE LETTER") and dated the date hereof and certified by Management Shareholders, as set forth in this Article II. Any disclosure set forth in any particular Section of the Disclosure Letter shall be deemed to be disclosed in reference to each other applicable section solely to the extent such disclosure is apparent on its face to relate to such applicable section.
REPRESENTATIONS AND WARRANTIES OF MANAGEMENT SHAREHOLDERS. Each of the Management Shareholders, severally and not jointly, represents and warrants to Purchaser as follows:
