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. The Sellers and the Shareholders hereby jointly and severally represent and warrant to the Buyer as follows:
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. 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. The Sellers and Shareholders hereby make the following representations and warranties to Purchaser, each of which Sellers and Shareholders represent to be true and correct on the date hereof and (except as the Sellers and Shareholders may notify the Purchaser in writing prior to Closing) shall be deemed made again as of the Closing Date and represented by the Sellers and Shareholders to be true and correct on the Closing Date:
REPRESENTATIONS AND WARRANTIES OF SELLERS AND SHAREHOLDERS. Sellers and the CM Shareholders, with respect to CM, and the Keystone Shareholders, with respect to Keystone hereby jointly and severally (subject to the limitations contained in Section 18(e)) represent and warrant to Buyer as follows:
(a) Organization and Authority. Sellers are corporations, duly organized, validly existing, and in good standing under the laws of the State of . Sellers have all requisite corporate power and authority to carry on its business as they are presently being conducted, to enter into this Agreement, and to carry out and perform the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement by Sellers has been duly authorized and approved by their respective Shareholders and their respective Board of Directors, and will not violate their Articles of Incorporation, By-Laws, or any agreement to which they are a party or by which they are bound or any law, rule, regulation or court order. This Agreement, and all other instruments, documents and agreements to be delivered by Sellers in connection therewith, are the legal, valid and binding obligation of Sellers enforceable in accordance with its, and their, terms. Schedule 8(a) hereto correctly sets forth the Shareholders of each Seller and the number of shares owned by each such Shareholder.
REPRESENTATIONS AND WARRANTIES OF SELLERS AND SHAREHOLDERS. Officers and Directors of HEALTH TECH represent and warrant to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF SELLERS AND SHAREHOLDERS. Sellers and Shareholders, jointly and severally, each make the following representations and warranties to Parent and Buyer, in each case with the intention that they may rely upon the same, and covenant that the same are true and correct and shall be true and correct at the Closing Date, subject to changes therein occurring because of Sellers' conduct of Sellers' Business (as hereinafter defined) in the ordinary course:
(a) Organization and Qualification. McColly, Xxxxxxx and Xxxxxxxxx each are corporations duly incorporated, validly existing and in good standing under the laws of the state of their incorporation, have all requisite corporate power and authority to own and lease their properties and to carry on the business in which they are presently engaged (hereinafter the businesses of McColly, Xxxxxxx and Xxxxxxxxx are sometimes collectively referred to as the "Sellers' Business"), and are duly qualified and in good standing to do business in each jurisdiction in which the nature of the Business conducted by them or the ownership or leasing of their properties makes such qualification necessary, except where the failure to be so qualified will not have, individually or in the aggregate with any other failure to be so qualified, a Seller Material Adverse Effect. The copies of the Articles of Incorporation and By-Laws, as amended to date, of each of the Sellers, which have been delivered by the Sellers to Buyer, are complete and correct. Sellers do not have any Subsidiaries.
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:
