REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANIES. Seller and the Companies, jointly and severally, represent and warrant to the Buyer the following:
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANIES. As a material inducement to Purchaser to enter into this Agreement and to consummate the transactions contemplated hereby, Seller and each of the Companies jointly and severally make the following representations and warranties to Purchaser as of the date of this Agreement (or if made as of a specific date, as of such date) and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANIES. 4 3.1 Representations and Warranties of Seller and the Companies ............................................4 3.1.1
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANIES. Except as set forth in the Disclosure Schedule (“Disclosure Schedule”), Seller hereby represents and warrants to Purchaser as of the Effective Date and, except as otherwise expressly noted in this Article III, as of the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANIES. Subject to all of the terms, conditions and provisions of this Agreement, the Seller and the Companies hereby represent and warrant to Purchaser, as of the date hereof and as of the Closing, as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANIES. Except as set forth in the Disclosure Schedule, Seller and the Companies represent and warrant to Purchaser:
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANIES. . . . . . . . . . 5 3.1 Representations And Warranties Of Seller And The Companies . . . . . . . . . . . . . . . . . . . . 5 3.1.1
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANIES. Each of Seller and each of the Companies represents and warrants to the Parent that the statements contained in this Article II are true and correct, except as set forth in the disclosure schedule provided by the Companies to the Parent on the date hereof and accepted in writing by the Parent (the “Disclosure Schedule”). The Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article II (with the bolded term “Company A” or “Company B” after the Section number, to indicate whether the disclosures relate to Company A or Company B, respectively) and to the extent that it is clear from the context thereof that such disclosure also applies to any other numbered paragraph, the disclosures in any numbered paragraph of the Disclosure Schedule shall qualify the corresponding numbered paragraph in this Article II. For purposes of this Article II, the phrase “to the knowledge of the Company” or any phrase of similar import shall be deemed to refer to the actual knowledge of any officer or director of the applicable Company or the Parent, as well as any other knowledge which such person would have possessed had such person made reasonable inquiry of appropriate officers, directors and key employees of the applicable Company and the accountants and attorneys of such Company.
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANIES. Seller and the Companies represent and warrant to the Purchaser as follows as of the date hereof, as of the date of the exercise of the Option and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANIES. Subject to Section 14.03, except as set forth in the Seller Disclosure Schedule, Seller and each Company represent and warrant to Parent and Merger Subs as of the date hereof and as of the Closing Date as set forth in this Article 4. The representations and warranties set forth in this Article 4 shall be deemed to apply to the Business and the Parent Wrong Pockets Assets, whether conducted or held, respectively, by Seller and SWAT or conducted or held, respectively, by the Acquired Companies (and assume the consummation of the transactions contemplated by Section 10.07).
