REPRESENTATIONS AND WARRANTIES OF SELLERS AND COMPANY. Company and Sellers, jointly and severally, represent and warrant to Buyer, as of the date hereof and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF SELLERS AND COMPANY. Each Seller and, until the Closing, Company, jointly and severally, hereby represents and warrants to Purchaser that the statements made in this Article IV are true, correct and complete:
REPRESENTATIONS AND WARRANTIES OF SELLERS AND COMPANY. (i) Each of the Seller Fundamental Representations (other than the representations and warranties contained in Section 4.4 (Capitalization)), without giving effect to any limitation, qualification or exceptions as to “materiality,” “material,” “Company Material Adverse Effect” or words of similar import contained therein, shall be true and correct in all material respects on and as of the Closing as though made on and as of the Closing (except, in each case, for Seller Fundamental Representations made as of a specific date, which shall be true and correct in all material respects on and as of such specific date); provided, that for purposes of this Section 7.2(a)(i), the reference to “as of the Execution Date” in the lead-in to Article III and Article IV, which precede respectively Section 3.1 and Section 4.1, shall be disregarded.
(ii) Each of the representations and warranties of Sellers and the Company contained in Section 4.4 (Capitalization), without giving effect to any limitation, qualification or exceptions as to “materiality,” “material,” “Company Material Adverse Effect” or words of similar import contained therein, shall be true and correct in all respects on and as of the Closing as though made on and as of the Closing (except, in each case, for the representations and warranties made as of a specific date, which shall be true and correct in all respects on and as of such specific date); except, in each case, for inaccuracies that, individually or in the aggregate, are de minimis relative to the total membership interests of the Company as of such dates; provided, that for purposes of this Section 7.2(a)(ii), the reference to “as of the Execution Date” in the lead-in to Article III and Article IV, which precede respectively Section 3.1 and Section 4.1, shall be disregarded.
(iii) Each of the representations and warranties of Sellers and the Company, as applicable, contained in Article III and Article IV (other than the Seller Fundamental Representations), without giving effect to any limitation, qualification or exceptions as to “materiality,” “material,” “Company Material Adverse Effect” or words of similar import contained therein, shall be true and correct in all respects on and as of the Closing as though made on and as of the Closing (except, in each case, for the representations and warranties made as of a specific date, which shall be true and correct in all respects on and as of such specific date), except, in each case, where the failu...
REPRESENTATIONS AND WARRANTIES OF SELLERS AND COMPANY. Section 4.1 Organization; Good Standing; Delivery of Charter Documents . . . . . . . . . . . . . . . . . . . . . . . . 6 Section 4.2
REPRESENTATIONS AND WARRANTIES OF SELLERS AND COMPANY. The Sellers, jointly and severally, as a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated hereby, make the following representations and warranties to Buyer, which representations and warranties are true and correct in all respects on this date, and will be true and correct in all respects on the Closing Date as though made on and as of such date. All such representations and warranties are subject to all of the provisions of the Schedules and Exhibits attached to this Agreement.
REPRESENTATIONS AND WARRANTIES OF SELLERS AND COMPANY. A. Each Seller severally (and not jointly) represents and warrants as to himself or itself as set forth in Section 3.1 through Section 3.5 below:
REPRESENTATIONS AND WARRANTIES OF SELLERS AND COMPANY. Sellers and Company jointly and severally represent and warrant to Buyer that, to the Knowledge of Sellers and Company:
REPRESENTATIONS AND WARRANTIES OF SELLERS AND COMPANY. A. Company and each of the Sellers hereby represent and warrant to Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF SELLERS AND COMPANY. 5 2.1 Organization..........................................................................5 2.2 Authorization.........................................................................5
REPRESENTATIONS AND WARRANTIES OF SELLERS AND COMPANY. Seller and ----------------------------------------------------- Company jointly and severally represent and warrant to Buyer as follows:
