REPRESENTATIONS AND WARRANTIES OF SELLERS RELATING TO THE COMPANY. Each Seller, severally and not jointly, represents and warrants to Buyer that, except as set forth in the Disclosure Schedule, the statements contained in this Article 3 are true and correct as of the date of this Agreement, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties will be true and correct as of such date). Subject to Section 8.12, the Disclosure Schedule shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in this Article 3.
REPRESENTATIONS AND WARRANTIES OF SELLERS RELATING TO THE COMPANY. Except for the matters disclosed to the Buyer and the matters set out in Exhibit “H” of this Agreement, each Seller represents and warrants to the Buyer as follows in relation to the Company; provided, however, that “disclosed” herein shall mean any matter described in this Agreement, or disclosed to the Buyer or its advisors in writing or by electronic means, including email and through a virtual data room, during the course of the Buyer’s due diligence by a Seller, the Company, or any advisor acting on behalf of a Seller or the Company in connection with this Transaction, which shall include, but is not limited to, documents, written/electric responses to requests from the Buyer or its advisor(s), designs, drawings, prototypes, or electronically stored data, such that a reasonable person in the position of the Buyer would be able to discern the nature, scale, and importance of the matter being disclosed:
7.1 As of the Effective Date and the Closing Date, the Company (i) is a limited liability company (kabushiki kaisha) established, existing, and in good standing under the laws of Japan, (ii) has all requisite power to own, lease, and operate its properties and assets and to carry on its business as currently conducted, and (iii) is not the subject of any bankruptcy proceeding, civil rehabilitation proceeding, corporate reorganization proceeding, special liquidation or other similar proceeding for the benefit of the creditors of the Company.
7.2 As of the Closing Date, (i) the Shares represent all of the issued capital stock of the Company, and all of the Shares have been validly authorized and issued, (ii) there are no outstanding options, warrants, agreements, understandings or other rights to purchase any of the Shares of the Company or which grant the holder any right to vote on any matter of the Company.
7.3 As of the Closing Date, the Company has completed all corporate actions that are required to authorize and carry out the Transaction and all the ancillary transactions contemplated hereunder. The Transaction will not result in the termination or modification of any authorization or permission granted to the Company by any governmental authority.
7.4 As of the Closing Date, the Company has obtained all material approvals and permissions and completed all material registrations and notifications that are required to be obtained/completed by the Company under applicable laws and regulations to complete the Closing and all the ancillary transactions ...
REPRESENTATIONS AND WARRANTIES OF SELLERS RELATING TO THE COMPANY. Each Seller does hereby severally, and not jointly with any other Seller, represent and warrant to Buyer as of the date
REPRESENTATIONS AND WARRANTIES OF SELLERS RELATING TO THE COMPANY. The Sellers represent and warrant to the Buyer that the statements contained in this Article 4 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article 4), except as set forth in the disclosure schedule delivered by the Sellers to the Buyer on the date hereof and initialed by the Parties (the "Disclosure Schedule"). Nothing in the Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other item itself). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Article 4.
REPRESENTATIONS AND WARRANTIES OF SELLERS RELATING TO THE COMPANY. Each Seller does hereby severally, and not jointly with any other Seller, represent and warrant to Buyer as of the date hereof as follows (the following representations and warranties relating to NE 23rd must be considered with reference to the fact that between the date of this Agreement and the Closing Date, NE 23rd will be liquidated and dissolved, so that certain representations and warranties concerning NE 23rd, for example those concerning its legal existence and status, while made by Sellers and true of the date of this Agreement will not be made and will not be true as of the Closing Date):
REPRESENTATIONS AND WARRANTIES OF SELLERS RELATING TO THE COMPANY. Sellers hereby jointly and severally represent and warrant to Buyer as of the date hereof as follows:
