REPRESENTATIONS AND WARRANTIES OF PURCHASER AND SUB. Purchaser and Sub represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND SUB. Purchaser and Sub --------------------------------------------------- hereby represent and warrant to each Stockholder as follows:
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND SUB. Each of Purchaser and Sub hereby, jointly and severally, represents and warrants to Stockholder as follows:
(a) Each of Purchaser and Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement.
(b) This Agreement has been duly authorized, executed and delivered by each of Purchaser and Sub and constitutes the legal, valid and binding obligation of each of Purchaser and Sub, enforceable against each of them in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.
(c) Neither the execution and delivery of this Agreement nor the consummation by each of Purchaser and Sub of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which each of Purchaser and Sub is a party or bound. To the best knowledge of each of Purchaser and Sub, consummation by each of Purchaser and Sub of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to each of Purchaser and Sub except for any necessary filing under the HSR Act or state takeover laws.
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND SUB. Subject to Section 5.1, Purchaser and Sub jointly and severally hereby represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND SUB. Purchaser and Sub jointly and severally represent and warrant to the Company that all of the statements contained in this Article IV are true as of the date of this Agreement.
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND SUB. Except as otherwise disclosed to the Company in a letter delivered to it prior to the execution hereof (which letter contains appropriate references to identify the representations and warranties to which the information in such letter relates) (the "Purchaser Disclosure Letter"), Purchaser represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND SUB. Purchaser and Sub, jointly and severally, hereby represent and warrant to Sellers that:
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND SUB. Each of Purchaser and Sub hereby represents and warrants to the Company that on the date hereof and as of the Effective Time, as though made at the Effective Time, as follows:
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND SUB. Purchaser and Sub hereby represent and warrant to the Selling Holders as of the Closing, except as set forth in the Disclosure Schedules delivered to the Selling Holders dated as of the date of the Closing (the “Purchaser Disclosure Schedules”), as follows:
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND SUB. 20 Section 4.01 Organization of Purchaser and Sub.........................
