REPRESENTATIONS AND WARRANTIES OF SELLER MEMBERS. Seller and Members represent and warrant to Buyer that the following statements contained in this Article 2 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing:
REPRESENTATIONS AND WARRANTIES OF SELLER MEMBERS. Seller and each of the Seller Members, severally and not jointly, represents and warrants to Buyer that the statements contained in this Article IV are correct and complete as of the date of this Agreement with respect to himself or itself, except as set forth in the Annex attached hereto (the “Annex”).
REPRESENTATIONS AND WARRANTIES OF SELLER MEMBERS. (i) Each Seller Member, severally and not jointly, and for and as to itself only, makes the representations and warranties set forth in Section 3.01, Section 3.32(a) and Section 3.34 below, (ii) each Seller Member that holds Membership Interests in the Company, severally and not jointly, and for and as to itself only, makes the representations and warranties set forth in Section 3.31 below, and (iii) the Company and each Seller Member makes the representations and warranties set forth in Section 3.02 through Section 3.30 and in Section 3.32(b), in the case of each of the foregoing clauses (i), (ii) and (iii) each of which representations and warranties is true and correct on the date hereof and shall survive the Closing as provided herein, subject to such exceptions as are disclosed in the Disclosure Schedule of the Seller Parties annexed to this Agreement and incorporated herein by this reference and made a part hereof. For purposes of these representations and warranties (other than those in Sections 3.01, 3.02, 3.03, 3.04, 3.10, 3.11 and 3.12) the term the “
REPRESENTATIONS AND WARRANTIES OF SELLER MEMBERS. Each Seller Member represents, warrants and agrees that the purchase and acquisition of the Securities by the Buyer will not constitute or result in a non-exempt prohibited transaction under Section 406 of Employee Retirement Income Security Act of 1974 (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) or a violation of any applicable other U.S. federal, state, local, non-U.S. or other laws or regulations that contain one or more provisions that are similar to the provisions of Section 406 of ERISA or Section 4975 of the Code. Each Seller Member also hereby represents and warrants that: (a) such Seller Member has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) the Seller Members are the beneficial owner of the Securities and their beneficial ownership of the Securities is free and clear of all Liens and claims; (c) the execution, delivery and performance by such Seller Member of this Agreement has been duly and validly authorized in connection with the execution, delivery and performance by such Seller Member of this Agreement; and (d) this Agreement, when executed and delivered by Buyer and Seller, will constitute a valid and legally binding obligation of such Seller Member, enforceable against such Seller Member in accordance with the terms herein. Neither the execution and delivery of this Agreement by the Seller or any Seller Member, nor the consummation or performance by the Seller or Seller Members of any of transactions contemplated hereby, will: (a) with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required under any Law, Order, contract or Permit to which the Seller or Seller Member is a party or by which it is bound or any of its assets are subject, or any provision of the Seller’s or Seller Members’ organizational documents as in effect on the Closing Date, (b) result in the imposition of any Lien upon any assets owned by the Seller or Seller Members; (c) require any Consent under any contract or organizational document to which the Seller or Seller Member is a party or by which it is bound; or (d) require any Permit under any Law or Order other than (i) required filings, if any, with the Securities and Exchange Commission and (ii) notifications or other filings with state or federal regulatory agencies afte...
REPRESENTATIONS AND WARRANTIES OF SELLER MEMBERS. Each of Seller and the Members, jointly and severally, represents and warrants to Buyer as follows:
