REPRESENTATIONS AND WARRANTIES OF SELLER AND THE MEMBERS Sample Clauses

REPRESENTATIONS AND WARRANTIES OF SELLER AND THE MEMBERS. Seller and each Member, jointly and severally, hereby represent and warrant to Buyer and Parent as of the date hereof and as of the Closing as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER AND THE MEMBERS. Seller and the Members, jointly and severally, represent and warrant to Buyer as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER AND THE MEMBERS. Buyer is not aware of, nor has discovered through due diligence, any breaches by Seller or any Member of their respective representations and warranties made in Article 5 of this Agreement, which it has not disclosed to Seller and the Members.

REPRESENTATIONS AND WARRANTIES OF SELLER AND THE MEMBERS. Seller and the Members hereby jointly and severally represent and warrant to TJC as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER AND THE MEMBERS. Subject to the disclosures set forth in the disclosure letter of Seller and the Members delivered to Buyer concurrently with the Parties’ execution of this Agreement and attached hereto as Exhibit E (the “Disclosure Letter”) (each of which disclosures, in order to be effective, shall clearly indicate the Section and, if applicable, the Subsection of this Article II to which it relates, and each of which disclosures shall also be deemed to be representations and warranties made by Seller and the Members to Buyer under this Article II), Seller and each of the Members, jointly and severally, represent and warrant to Buyer as follows in this Article II. Disclosure of any matter in the Disclosure Letter referencing a Section or Subsection of this Article II shall be deemed disclosure pursuant to any other Section or Subsection of this Article II to the extent it is readily apparent based on the substance of the disclosure that such disclosure is applicable to such other sections or subsections

REPRESENTATIONS AND WARRANTIES OF SELLER AND THE MEMBERS. Except as otherwise set forth in the disclosure letter dated as of the date hereof and delivered by Seller and the Members to Purchaser and its counsel (the "Disclosure Letter") or as set forth in the Schedules to this Agreement, Seller and the Members hereby jointly and severally represent and warrant to Purchaser that: (a) Organization, Good Standing and Qualification of Seller. Seller is a limited liability company duly organized and validly existing under the laws of the State of Utah and has all limited liability company power and authority to carry on its business as now conducted. Seller is qualified to transact business and in good standing in each jurisdiction where failure to qualify would have a material adverse effect on the Business or the Assets.

REPRESENTATIONS AND WARRANTIES OF SELLER AND THE MEMBERS. Seller and the Member Parties represent and warrant to Purchaser that, except as set forth in the Seller Disclosure Schedule attached hereto, the following statements are correct and complete as of the date hereof. The Seller Disclosure Schedule makes explicit reference to the particular representation or warranty as to which exception is taken, which in each case shall constitute the sole representation and warranty as to which such exception shall apply, provided that the disclosures in the Seller Disclosure Schedule that are set forth expressly therein with particularity will apply to all representations and warranties. The disclosure of the existence of a contract on the Seller Disclosure Schedule shall not, without more, constitute the disclosure of any particular provisions of such contract or the actual or potential consequences thereof. The following representations and warranties are made (i) jointly and severally by Seller and the Member Parties other than Xxxx Xxxxxxxxx (“Xxxxxxxxx”) and (ii) severally by Schactman in accordance with Section 10.1.

REPRESENTATIONS AND WARRANTIES OF SELLER AND THE MEMBERS. Seller and the Members represent and warrant to Purchaser jointly and severally that, except as set forth in the Seller Disclosure Schedule attached hereto, the following statements are correct and complete as of the date hereof. The Seller Disclosure Schedule makes explicit reference to the particular representation or warranty as to which exception is taken, which in each case shall constitute the sole representation and warranty as to which such exception shall apply, provided that the disclosures in the Seller Disclosure Schedule that are set forth expressly therein with particularity will apply to all representations and warranties.

REPRESENTATIONS AND WARRANTIES OF SELLER AND THE MEMBERS. In order to induce the Acquiring companies to enter into this Agreement and to consummate the transactions contemplated herein, Seller and the Members hereby, jointly and severally, represent and warrant, as of the date hereof and as of the Closing Date as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER AND THE MEMBERS. Seller and the Members hereby, jointly and severally, represent and warrant to Buyer as follows, except as set forth on the Schedules hereto numbered to correspond to the sections below: