REPRESENTATIONS AND WARRANTIES OF SELLER GROUP. Except as set forth in the Disclosure Schedules accompanying this Agreement (each a “Schedule” and collectively the “Schedules”), the Seller Group, jointly and severally, hereby represents and warrants to the Purchaser Group the following as of the Effective Date:
REPRESENTATIONS AND WARRANTIES OF SELLER GROUP. Each member of Seller Group, jointly and severally, represents and warrants to Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER GROUP. The Seller, on behalf of itself and each member of the Seller Group, represents and warrants to Buyer as follows subject to such exceptions as are disclosed in a disclosure schedule supplied by Seller to Buyer (the “Disclosure Schedules”):
REPRESENTATIONS AND WARRANTIES OF SELLER GROUP. The Seller Group has delivered to Buyer and attached hereto certain disclosure schedules prepared by the Seller Group with numbered sections corresponding to the relevant sections in this ARTICLE V (the “Seller’s Disclosure Schedules”), and any exception or qualification set forth in the Seller’s Disclosure Schedules with respect to a particular representation or warranty contained in this ARTICLE V shall be deemed to be an exception or qualification with respect to such section of this ARTICLE V. Where an exception or qualification would apply to more than one Section of the Seller’s Disclosure Schedules, the Seller Group will cross-reference the exception or qualification in each section of the Seller’s Disclosure Schedules where such reference is necessary to make the representations and warranties true and correct; provided, however, that in the absence of an explicit cross-reference such cross-reference will be deemed made into a different section of the Seller’s Disclosure Schedules only to the extent that any exception or qualification made elsewhere in the Seller’s Disclosure Schedules is disclosed in such a way as to make it reasonably apparent from the face of such disclosure that such exception or qualification is applicable to such other section of the Seller’s Disclosure Schedules as it relates to this ARTICLE V. The Seller Group represents and warrants, jointly and severally, that the following statements are true and correct as of the date hereof after giving effect to the Sale Order:
REPRESENTATIONS AND WARRANTIES OF SELLER GROUP. Each member of the Seller Group, as applicable, represents and warrants, as of the date hereof, to Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER GROUP. Section 3.1 General 7 Section 3.2 Organization and Good Standing 7 Section 3.3 Authorization 8 Section 3.4 Non-Contravention 8 Section 3.5 Approvals and Consents 8 Section 3.6 Title 9 Section 3.7 Contracts 10 Section 3.8 Litigation 10 Section 3.9 Compliance with Applicable Laws 10 Section 3.10 Permits 11 Section 3.11 Environmental Matters 11 Section 3.12 Financial Information 12 Section 3.13 Broker Fees 13 Section 3.14 Tax Matters 13 Section 3.15 Changes Since May 31, 2004. 14 Section 3.16 Disclaimer of Other Representations and Warranties 14 Section 3.17 Carmeuse Note. 14
REPRESENTATIONS AND WARRANTIES OF SELLER GROUP. Xxxxxx (jointly and severally with the applicable Seller) and the applicable Seller hereby represents and warrants to Buyer as follows; provided, however, that each Seller's representations and warranties are limited to itself and to the applicable Current Facilities that it has historically operated (i.e., TCC's and TEC's representations and warranties are limited to TCC and TEC, respectively, and the Eastman Facility; CHF's representations and warranties are limited to itself and the Westvaco Facility; and RFD's representations and warranties are limited to itself and the Carmeuse Facility). Such Seller shall have no liability for breaches of representations and warranties by another Seller.
REPRESENTATIONS AND WARRANTIES OF SELLER GROUP. Subject to the limitations and exceptions set forth in herein and the schedules attached hereto, Seller Group hereby represents and warrants to Purchaser, which representations and warranties shall be true and correct in all material respects as of the Closing, as follows:
3.1 Organization, Corporate Power, Authorization.
(a) Xxxxxx’x Restaurants, Inc. (“FRI”) is a corporation duly incorporated and organized, validly existing, and in good standing under the laws of the State of Ohio and has the corporate power and authority to execute, deliver, and perform this Agreement, the Xxxx of Sale and Assignment and Assumption Agreement, and all other agreements, documents, certificates, and other papers contemplated to be delivered by it pursuant to this Agreement.
(b) Xxxxxx Ohio, Inc., a wholly-owned subsidiary of FRI, is a corporation duly incorporated and organized, validly existing, and in good standing under the laws of the State of Ohio and has the corporate power and authority to execute, deliver, and perform this Agreement, the Deeds, and all other agreements, documents, certificates, and other papers contemplated to be delivered by it pursuant to this Agreement with respect to the eighteen Restaurants in Ohio.
(c) Xxxxxx Indiana, Inc., a wholly-owned subsidiary of FRI, is a corporation duly incorporated and organized, validly existing, and in good standing under the laws of the State of Indiana and has the corporate power and authority to execute, deliver, and perform this Agreement, the Deeds, and all other agreements, documents, certificates, and other papers contemplated to be delivered by it pursuant to this Agreement with respect to the two Restaurants in Indiana.
(d) Xxxxxx Kentucky, LLC, a wholly-owned subsidiary of FRI, is a limited liability company duly incorporated and organized, validly existing, and in good standing under the laws of the Commonwealth of Kentucky and has the corporate power and authority to execute, deliver, and perform this Agreement, the Deeds, and all other agreements, documents, certificates, and other papers contemplated to be delivered by it pursuant to this Agreement with respect to the five Restaurants in Kentucky.
(e) Xxxxxx Pennsylvania, Inc., a wholly-owned subsidiary of FRI, is a corporation duly incorporated and organized, validly existing, and in good standing under the laws of the State of Pennsylvania and has the corporate power and authority to execute, deliver, and perform this Agreement, the Deeds, and all ...
REPRESENTATIONS AND WARRANTIES OF SELLER GROUP. Each member of the Seller Group hereby jointly and severally makes the representations and warranties contained in this Article 3 to Buyer. The inclusion of information in the Disclosure Schedule shall not be construed as an admission that such information is material to any member of the Seller Group, the Company or Buyer; has resulted in or would result in a Company Material Adverse Effect; or is outside the Ordinary Course of Business. In addition, matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedule. Such additional matters are set forth for informational purposes only and in no event shall any disclosure of such additional matters be deemed or interpreted to broaden or otherwise amend any of the covenants or representations and warranties in this Agreement. Notwithstanding the location of any disclosure set forth in the Disclosure Schedule, each of the disclosures, and those in any supplement thereto, shall apply to each of the representations and warranties made by the Seller Group in this Article 3 to which such disclosure could reasonably be expected to apply.
REPRESENTATIONS AND WARRANTIES OF SELLER GROUP. Subject to the limitations and exceptions set forth in herein and the schedules attached hereto, Seller Group hereby represents and warrants to Purchaser, which representations and warranties shall be true and correct in all material respects as of the Closing, as follows:
