REPRESENTATIONS AND WARRANTIES OF SELLERS AND SHAREHOLDERS. Sellers and the Indemnifying Shareholders jointly and severally represent and warrant to, and covenant and agree with, Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF SELLERS AND SHAREHOLDERS. Each Seller and each Shareholder hereby represents and warrants to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF SELLERS AND SHAREHOLDERS. Within six days following the execution of this Agreement the Sellers shall deliver to Purchaser a letter designated as the disclosure letter (the "Disclosure Letter"), with all references to "Schedule" in the Disclosure Letter to coordinate with the particular section number hereof. Upon the delivery of the Disclosure Letter to Purchaser, Purchaser shall have a period of 48 hours thereafter to terminate this Agreement in its sole and absolute discretion. Sellers and Shareholders jointly and severally hereby represent and warrant to Purchaser that the following statements are true and correct as of the date of this Agreement or such other time as may be specified in such statements.
REPRESENTATIONS AND WARRANTIES OF SELLERS AND SHAREHOLDERS. Each Seller and Shareholder hereby jointly and severally represents and warrants to Purchasers as of the date of this Agreement, as follows:
REPRESENTATIONS AND WARRANTIES OF SELLERS AND SHAREHOLDERS. As a material inducement to Buyer entering into this Agreement and consummating the transactions contemplated hereby, Sellers and Shareholders, jointly and severally, hereby make the following representations and warranties to Buyer, each of which shall be continuing, shall be true at the date of execution hereof and on the Closing Date, and shall survive the Closing and the sale of the Purchased Assets and other transactions contemplated hereby:
REPRESENTATIONS AND WARRANTIES OF SELLERS AND SHAREHOLDERS. 19 Section 3.1 Organization...............................................................................19 Section 3.2 Authorization..............................................................................19 Section 3.3 No Interest in Other Entities..............................................................20 Section 3.4 Absence of Restrictions and Conflicts......................................................20 Section 3.5 Ownership of Assets and Related Matters....................................................21 Section 3.6
REPRESENTATIONS AND WARRANTIES OF SELLERS AND SHAREHOLDERS. With such exceptions as are set forth in a letter (the "Sellers Disclosure Letter") delivered by Sellers to Purchaser prior to the execution hereof, Sellers and the Shareholders hereby represent and warrant to Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF SELLERS AND SHAREHOLDERS. Sellers and Shareholders jointly and severally represent and warrant (except that Xxxxx X’Xxxxx’x representations and warranties apply and extend only to that of her ownership in Xxxxx) to Purchaser and Purchaser’s Parent that the following are true and correct as of the date hereof:
REPRESENTATIONS AND WARRANTIES OF SELLERS AND SHAREHOLDERS. As an inducement for Purchaser to enter into this Agreement and consummate the transactions contemplated hereby, intending that Purchaser rely thereon in entering into and performing this Agreement, Sellers and Shareholders jointly and severally warrant and represent to Purchaser that each and all of the following are true and correct in all material respects as of the date of this Agreement and will be true and correct in all material respects at and as of the Closing:
REPRESENTATIONS AND WARRANTIES OF SELLERS AND SHAREHOLDERS. 6 3.1 Organization, Corporate Power and Qualification............................................6 3.2 Capitalization of the Company..............................................................7 3.3 Subsidiaries and Affiliates; Organization of Sellers.......................................7 3.4
