REPRESENTATIONS AND WARRANTIES OF PARENT AND THE SELLERS. Parent and the Sellers represent and warrant to Buyer that, except as set forth in the Disclosure Schedules (but subject to Section 11.10):
REPRESENTATIONS AND WARRANTIES OF PARENT AND THE SELLERS. Parent and the Sellers jointly and severally represent and warrant to Buyer that the statements contained in this Section 3.1 are correct and complete, except that each such statement is qualified by and subject to the disclosures in Annex V attached hereto.
REPRESENTATIONS AND WARRANTIES OF PARENT AND THE SELLERS. As an inducement to Purchaser to enter into this Agreement and to consummate the transactions contemplated hereby, Parent and the Sellers, jointly and severally, represent and warrant to Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND THE SELLERS. Each of the Parent and the Sellers, jointly and severally, as of the date hereof and as of the Closing Date, represents and warrants to Buyer and Pxxxxxxxx as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND THE SELLERS. 6 Section 3.01. Corporate Existence and Power..............................................................6 Section 3.02. Due Authorization..........................................................................7 Section 3.03. Governmental Authorizations; Non-Contravention.............................................7 Section 3.04. Title to Shares and Common Stock...........................................................8 Section 3.05. No Other Assets............................................................................9 Section 3.06. Related Party Agreements...................................................................9
REPRESENTATIONS AND WARRANTIES OF PARENT AND THE SELLERS. Except as set forth in the disclosure schedule delivered by Parent and the Sellers to Buyer on or prior to the date hereof (the "Seller Disclosure Schedule"), Parent and each of the Sellers hereby jointly and severally represents and warrants to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND THE SELLERS. 11 3.1Organization; Qualification 11 3.2Authority; Enforceability 11 3.3Non-Contravention 12 3.4Governmental Approvals 12 3.5Legal Proceedings 12 3.6Ownership of Acquired Interests 13 3.7Brokers’ Fee 13 3.8Bankruptcy; Solvency 13
REPRESENTATIONS AND WARRANTIES OF PARENT AND THE SELLERS. Parent (other than with respect to Section 3.1(b) (which is made solely by Holdings) and Section 3.6 (which is solely made by the Sellers)), and each Seller (other than with respect to Section 3.1(b) (which is made solely by Holdings)), severally (but not jointly), hereby represents and warrants to the Buyers, as of the date hereof and as of the Closing Date, solely with respect to such Parent or Seller, as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND THE SELLERS. Except as set forth in the disclosure schedule delivered to Purchaser prior to the execution of this Agreement (the “Seller Disclosure Schedule”) (it being agreed that disclosure of any item in any Section of the Seller Disclosure Schedule with respect to any Section or subsection of this Article III shall be deemed disclosed with respect to any other Section or subsection of this Article III to the extent the applicability of such disclosure is reasonably apparent on the face of such disclosure), Parent and the Sellers, jointly and severally, represent and warrant to Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND THE SELLERS. The Parent and the Sellers jointly and severally represent and warrant to the Purchaser as of the date hereof and as of the Closing Date:
