REPRESENTATIONS AND WARRANTIES OF PARENT, BUYER AND MERGER SUB. Parent, Buyer and Merger Sub represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT, BUYER AND MERGER SUB. Parent, Xxxxx and Xxxxxx Sub jointly and severally represent and warrant to Seller that the statements contained in this Section 4 are correct and complete as of the Effective Date and, except as otherwise permitted herein, will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the Effective Date throughout this Section 4).
REPRESENTATIONS AND WARRANTIES OF PARENT, BUYER AND MERGER SUB. Except as otherwise disclosed in the corresponding section of the letter (the “Parent Disclosure Letter”) delivered to the Company by Parent at the time of the execution of this Agreement (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent) or as disclosed in any forms, reports, schedules, statements and documents filed or furnished by Parent with or to the SEC on or after January 1, 2016 and prior to the date of this Agreement (excluding any risk factor disclosures contained under the heading “Risk Factors” and any disclosure of risks or other matters included in any “forward-looking statements” disclaimer or other statements that are cautionary, predictive or forward-looking in nature), Parent, Buyer and Merger Sub represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT, BUYER AND MERGER SUB. As a material inducement to the Company to enter into this Agreement, each of Parent, Buyer and Merger Sub hereby represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT, BUYER AND MERGER SUB. Parent, Buyer and Merger Sub hereby represent and warrant to the Company, as of the date hereof and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT, BUYER AND MERGER SUB. Except as set forth in the Buyer Disclosure Schedules or as set forth in any Parent SEC Reports filed prior to the date that is two (2) Business Days prior to the date hereof (excluding any disclosures in any “risk factors” section that do not constitute statements of fact or disclosures in any forward-looking statements disclaimers and other disclosures that are generally cautionary, predictive or forward-looking in nature), Parent, Buyer and Merger Sub each hereby represent and warrant to the Company and Seller as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT, BUYER AND MERGER SUB. Parent, Buyer and Merger Sub jointly and not severally represent and warrant to the Company and the Sellers as of the date hereof as set forth below. For purposes of this ARTICLE V, “Buyer Parties’ knowledge,” “knowledge of Buyer Parties,” and any similar phrases shall mean the actual knowledge of Xxxxx Xxxxxx, Xxxxxxx Xxxxxxx, and Xxxxxx Xxxxxxx after reasonable investigation.
REPRESENTATIONS AND WARRANTIES OF PARENT, BUYER AND MERGER SUB. Except as set forth in the disclosure schedule delivered by Parent to the Company immediately prior to the execution of this Agreement, setting forth specific exceptions to Parent’s, Buyer’s and Merger Sub’s representations and warranties set forth herein (the “Parent Disclosure Schedule”; which shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article IV; it being understood that each such disclosures shall qualify (i) the corresponding paragraph in this Article IV and (ii) the other paragraphs in this Article IV to the extent reasonably apparent from a reading of such disclosure that it also qualifies or applies to such other paragraphs), Parent, Buyer and Merger Sub hereby represent and warrant to the Company, on the date hereof and as of the Closing Date, as follows:
