REPRESENTATIONS AND WARRANTIES OF SELLER AND THE PRINCIPALS. Seller and the Principals each, to the extent herein provided, represents and warrants to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE PRINCIPALS. 13 5.1 Organization.................................................................................................................14 5.2
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE PRINCIPALS. As an inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated herein, Seller and the Principals jointly and severally represent and warrant as follows:
5.1. Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation (except that Seller and its shareholders have adopted a plan of liquidation of which consummation of the transaction contemplated by this Agreement is a part). Seller has the power and the authority and all licenses and permits required by governmental authorities to own and operate its properties and carry on its business as now being conducted. The Seller does not have any subsidiaries and does not own beneficially or of record any equity interest in any corporation, partnership or other business organization or entity.
5.2. Seller has the corporate power and authority and the Principals have the legal capacity to execute and perform this Agreement and all other agreements to be entered into in connection with the transactions contemplated hereby. All the issued and outstanding shares of capital stock of the Seller are owned beneficially and of record by the Principals and/or revocable trusts of which a Principal is presently a trustee.
5.3. The execution, delivery and performance of this Agreement and all other agreements to be entered into in connection with the transactions contemplated hereby have been duly authorized by the Board of Directors and shareholders of the Seller and by all necessary corporate action, and do not violate or conflict with any provisions of the Certificate of Incorporation or Bylaws of the Seller or any agreement, instrument, law, order or regulation to which Seller or any Principal is a party or by which Seller or any Principal is bound. No consent, approval or authorization of, or filing with or notification to, any lender, security holder, governmental agency or other person or entity is required by Seller or the Principals in connection with the execution, delivery and performance by the Seller and the Principals of this Agreement and the consummation of the transactions contemplated hereby.
5.4. This Agreement, and all other instruments delivered by Seller and the Principals in connection herewith, have been duly executed and delivered by the Seller or the Principals and are legal, valid and binding obligations of Seller and the Principals, enforceable in accordance with their respective terms.
5.5. Th...
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE PRINCIPALS. Seller and each of the Principals, jointly and severally, represent and warrant to Purchaser (which representations and warranties shall survive the Closing as provided in Section 11.5), subject to the matters set forth in the Disclosure Schedule, that the statements contained in this Article V
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE PRINCIPALS. Except as expressly set forth in the Seller Disclosure Schedule (with references to Sections of the Seller Disclosure Schedule referencing Sections of this Article 4 as applicable), Seller and the Principals, jointly and severally, represent and warrant to Buyer as of the date hereof and as of the Closing Date as follows, with the intention that Buyer may rely upon the same, and acknowledge that the same shall survive the consummation of this transaction:
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE PRINCIPALS. In order to induce Buyer and DURO to enter into this Agreement, Seller and each of the Principals hereby represent, jointly and severally, and warrant to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE PRINCIPALS. Except as otherwise set forth in a disclosure schedule delivered by Seller at the time this Agreement is executed and delivered (the "Seller Disclosure Schedule"), Seller, jointly and severally, hereby makes the following representations and warranties to Buyer, as of the date hereof and as of the Closing Date which may take place simultaneously. The Seller Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Agreement.
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE PRINCIPALS. The Seller and each Principal, jointly and severally, unconditionally represents and warrants to the Buyer that the following statements are true, correct and complete as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE PRINCIPALS. Seller and the Principals hereby represent and warrant to Purchaser, which representations and warranties will survive the execution and delivery of this Agreement to the extent provided herein, as provided in this Section 3. With respect to representations and warranties relating to the Principals, each Principal only represents and warrants as to himself or herself.
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE PRINCIPALS. For the purpose of inducing Buyer to enter into this Agreement and with the knowledge that Buyer will rely upon the following representations and warranties. Seller and each of the Principals represents and warrants to Buyer as follows:
