REPRESENTATIONS AND WARRANTIES OF SELLER AND HOLDINGS. Seller and Holdings jointly and severally represent and warrant to Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND HOLDINGS. Seller and Holdings, jointly and severally, represent and warrant to Buyer as of the date of this Agreement, and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND HOLDINGS. As used in this Section, the expression "to the best of its knowledge" or similar phrases mean as to matters of fact that, (i) with respect to Seller, following due investigation, Seller finds no reason to believe that the representation made is factually incorrect or misleading in any manner and (ii) with respect to Holdings, based on the actual knowledge of Holdings officers and directors, Holdings finds no reason to believe that the representation made is factually incorrect or misleading in any manner; but beyond that Holdings has made no independent factual investigation; provided that the knowledge of R.Xxxxx Xxxxx, Xxxx Xxxxxxx and any other employee or consultant hired or engaged by Xxxxx Xxxxx or any other employee of the Seller with hiring authority after December 31, 1998, shall not be imputed by implication to Seller or Holdings. Except as specifically disclosed on Exhibit E, Seller and Holdings, jointly and severally, represent and warrant that:
REPRESENTATIONS AND WARRANTIES OF SELLER AND HOLDINGS. All representations and warranties made by Seller or Holdings in this Agreement (considered collectively and individually) shall be true and correct in all material respects (other than any representation and warranty which is qualified by materiality shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date (except that such representations and warranties that are made of a specific date need only be true and correct as of such date) as if made by Seller or Holdings as of such date, and Purchaser shall have received a certificate to that effect from Seller and Holdings dated as of the Closing Date.
REPRESENTATIONS AND WARRANTIES OF SELLER AND HOLDINGS. Seller and Holdings, jointly and severally, hereby represent and warrant to Purchaser, subject to such exceptions as are specifically disclosed in the Disclosure Schedules (each such disclosures, in order to be effective, shall clearly reference the appropriate section and, if applicable, subsection of this Article IV to which it relates) delivered by Seller and Holdings as soon as possible, but no later than March 4, 2011 (the "Disclosure Schedules"), as follows:
