REPRESENTATIONS AND WARRANTIES OF SELLER AND THE STOCKHOLDERS. Seller and the Stockholders, jointly and severally, represent and warrant to Buyer and Franchisor that:
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE STOCKHOLDERS. Seller and the Stockholders, jointly and severally, represent and warrant to Purchaser as follows (with the understanding that Purchaser is relying materially on each such representation and warranty in entering into and performing this Agreement):
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE STOCKHOLDERS. Seller and the Stockholders jointly and severally represent and warrant to Purchaser as of the date hereof and the Closing as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE STOCKHOLDERS. Except as set forth in the Disclosure Statement, Seller and the Stockholders, jointly and severally, hereby represent and warrant to Buyer and Parent as follows (unless otherwise stated in the applicable representation and warranty, such representation and warranty is made only as of the Effective Time):
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE STOCKHOLDERS. The Seller and the Stockholders, jointly and severally, represent and warrant to Group 1 as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE STOCKHOLDERS. Seller and the Stockholders 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:
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE STOCKHOLDERS. 3.1 Approval and Authority; Title to Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 3.2 Authorization of Agreement - No Violation - No Consents . . . . . . . . . . . . . . . . . . . . . . . 7 3.3
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE STOCKHOLDERS. 16 6.1 Organization and Corporate Power 16 6.2 Capital Stock and Related Matters 16 6.3 Authorization; Binding Effect; No Breach 17 6.4 Subsidiaries; Investments 17 6.5 Financial Statements and Related Matters 18 6.6 Absence of Undisclosed Liabilities 18 6.7 Acquired Assets 18 6.8 Absence of Certain Developments 19 6.9 Tax Matters 20 6.10 Contracts and Commitments 21 6.11 Certain Litigation 23 6.12 Brokerage 23 6.13 Insurance 23 6.14 Employees 23 6.15 Employee Benefits 24 6.16 Real Estate 25 6.17 Compliance with Laws 28 6.18 Product Warranty 29 6.19 Proprietary Rights 29 6.21 Disclosure 30 6.22 Accuracy on Closing Date 30 ARTICLE 7 REPRESENTATIONS AND WARRANTIES CONCERNING THE STOCKHOLDERS 30 7.1 Authorization of Transactions 31 7.2 Absence of Conflicts 31 7.3 Brokerage 31 7.4 Closing Date 31 ARTICLE 8 ACCESS TO RECORDS 32 8.1 Access to Records 32 ARTICLE 9 SURVIVAL AND INDEMNIFICATION 32 9.1 Survival of Representations and Warranties 32 9.2 Indemnification Obligations of Seller and the Stockholder 32 9.3 Indemnification Obligations of Purchaser 33 9.4 Indemnification Procedures 34 9.5 Threshold Amount 35 9.6 Treatment of Indemnification Payments 35 9.7 Payment 35 ARTICLE 10 CONDITIONS TO THE CLOSING 35 10.1 Conditions of Purchaser's Obligation 35 10.2 Conditions of Seller's Obligation 38 ARTICLE 11 OTHER COVENANTS 39 11.1 Interim Agreements of Seller and the Stockholder 39 11.2 Exclusivity 41 11.3 Notice by Purchaser 42 11.4 Additional Interim Agreements 42 11.5 Transaction Expenses 42 11.6 Prepayment of Certain Indebtedness 42 11.7 Further Assurances 42 11.8 Announcements 43 11.9 Employees 43 11.10 Necessary Third Party Consents 43 11.11 NES Promissory Note Legend 44 ARTICLE 12 OTHER AGREEMENTS 44 12.1 Termination 44 12.2 Remedies 45 12.3 Consent to Amendments 45 12.4 Successors and Assigns 45 12.5 Governing Law 45 12.6 Notices 46 12.7 Severability of Provisions 47 12.8 Schedules and Exhibits 47 12.9 Counterparts 47 12.10 No Third-Party Beneficiaries 47 12.11 Headings 47 12.12 Merger and Integration 47 12.13 Allocation of Purchase Price 47 12.14 Bulk Sales Law 47 EXHIBITS Exhibit A - Form of Promissory Note Exhibit B - Form of Opinion of Seller's Counsel Exhibit C - Form of Employment Agreement Exhibit D - Form of Stock Purchase Agreement Exhibit E - Form of Lease Agreement DISCLOSURE SCHEDULES Schedule 6.1 - Organization Schedule Schedule 6.2 - Capitalization Schedule Schedule 6.3 - Consents Schedule Schedule 6.6 - Liabilities Schedule Schedule 6.7 - As...
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE STOCKHOLDERS. As a material inducement to Purchaser to enter into this Agreement, purchase the Acquired Assets, Seller and the Stockholder hereby jointly and severally represent and warrant that:
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE STOCKHOLDERS. On or prior to the date hereof, Seller has delivered to Buyer the schedules referenced in this Section 2 setting forth items of disclosure that are necessary in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in this Section 2. Capitalized terms used in the schedules but not defined therein shall have the meanings assigned to such terms in this Agreement.
