REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPALS. Subject to the disclosures set forth in the Disclosure Schedules attached hereto, Seller and Principals, jointly and severally, represent and warrant to Buyer and Issuer that the statements contained in this Article 3 are true and correct as of the Effective Date and will be true and correct as of the Closing Date, in each case except to the extent any such representations and warranties are specifically made as of a particular date (in which case such representations and warranties need only be true and correct as of such date):
REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPALS. In order to induce Buyer to enter into this Agreement, Seller and each of the Principals, jointly and severally, hereby represent and warrant to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPALS. Seller and Principals, jointly and severally, represent and warrant to Buyer and Parent, as of the date of this Agreement and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPALS. Section 2.1 Status.................................................... 9 Section 2.2 Due Authorization......................................... 9 Section 2.3
REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPALS. Seller and Principals hereby jointly and severally represent and warrant to Purchaser as set out below and acknowledge that Purchaser is relying on such representations and warranties in connection with its purchase of the Purchased Assets.
REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPALS. Knowing that Buyer relies thereon, Seller and Principals, jointly and severally, represent, warrant and covenant to Buyer as of the Closing as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPALS. In order to induce Buyer to enter into this Agreement, Seller and the Principals jointly and severally hereby make the following representations and warranties to Buyer. As used in this Agreement, the phrase "To the knowledge of Seller" shall mean and include only the facts and other information which are, on the date such representations and warranties are made, within the actual knowledge of each of Xxxxxx Xxxxxxx, Xxxx Xxxx, Xxxxxx Xxxxxxx, Xxxxxxx Xxxxxxxxxxx, Xxxx Xxxxxxxx, Xxxxx Xxxxxxx, Xxxx Xxxxx, Xxxxxxx Xxxxxx and Xxxxx Xxxxxxxx, without any independent verification or investigation by them of the facts or other information stated.
REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPALS. To induce Purchaser to enter into this Agreement and consummate the transactions contemplated hereunder, each Seller and Principal hereby jointly and severally represent, warrant and covenant, as of the date hereof and as of the Effective Date, as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPALS. Seller and Principals represent and warrant to Buyer that the statements contained below are true and correct, except as set forth in the disclosure schedule or any supplemental disclosure letter (the “Seller Disclosure Schedule”) delivered by Seller and Principals to Buyer, on the date hereof and as of the Closing Date. The disclosures in any section or subsection of the Seller Disclosure Schedule shall qualify other sections and subsections in this Article III where it should be reasonably apparent that such disclosure relates to other such sections and subsections. When used herein, the phrase “to the knowledge of Seller” means the actual knowledge of the Principals after having conducted a commercially reasonable inquiry.
REPRESENTATIONS AND WARRANTIES OF SELLER AND PRINCIPALS. Seller and the Principals represent and warrant to Buyer that the statements contained below are true and correct, except as set forth in the disclosure schedule or any supplemental disclosure letter (the "Seller Disclosure Schedule") delivered by Seller and the Principals to Buyer, on the date hereof and as of the Closing Date. The disclosures in any section or subsection of the Seller Disclosure Schedule shall qualify other sections and subsections in this ARTICLE III where it should be reasonably apparent such disclosure relates to other such sections and subsections. When used herein, the phrase "to the knowledge of Seller," or words of comparable import, means facts or circumstances (i) within the actual knowledge of any of Seller's officers or any Principal after having conducted a commercially reasonable inquiry, or (ii) which should reasonably be expected to be known or otherwise discovered by such individuals during the performance of their ordinary duties.
