REPRESENTATIONS AND WARRANTIES OF SELLING PARTIES. Each of the Selling Parties, do hereby severally and not jointly represent and warrant to Purchaser and the Parent as of the date hereof (except as to any representation or warranty which specifically relates to another date), as follows, provided, however, that each such representations and warranties are (i) where indicated, are qualified by the Knowledge of such Selling Parties, and (ii) qualified by the disclosure schedules of Selling Parties, which set forth certain disclosures concerning Selling Parties (provided that any fact or item disclosed with respect to one representation or warranty shall be deemed to be disclosed with respect to each other representations or warranty, but only to the extent that the applicability of such fact or item with respect to such other representation or warranty can reasonably be inferred from the disclosure with respect to such fact or item contained in the disclosure schedules of Selling Parties). As used in this ARTICLE III, the term “
REPRESENTATIONS AND WARRANTIES OF SELLING PARTIES. The Selling Parties hereby jointly and severally represent, warrant and covenant to Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF SELLING PARTIES. As of the date hereof, each of the Selling Parties hereby represents and warrants, jointly and severally, to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF SELLING PARTIES. 8
3.1 Due Organization and Qualification 8
3.2 Authority to Execute and Perform Agreements 8 3.3 Ownership of Shares 8
3.4 Tax Matters 8 3.5 Compliance with Laws; Permits 9
3.6 No Breach 9 3.7 Litigation 10 3.8 Employment Matters 10 3.9 Contracts 10 3.10 Title to Assets 10 3.11 Intellectual Property 10 3.12 Third Party Products 11 3.13 Customer and Supplier Lists 12 3.14 Operation of the Business 12 3.15 Financial Statements 12 3.17 No Broker 13
REPRESENTATIONS AND WARRANTIES OF SELLING PARTIES. Selling Parties, jointly and severally, represent and warrant to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF SELLING PARTIES. Selling Parties, jointly and severally, hereby represent and warrant to Buyer that the following facts and circumstances are, and except as contemplated hereby, at all times up to the Closing Date will be true and correct, and hereby acknowledge that such facts and circumstances constitute the basis upon which Buyer is induced to enter into and perform this Agreement. Each warranty set forth in this Article 6 shall survive the Closing and any investigation made by or on behalf of Buyer.
REPRESENTATIONS AND WARRANTIES OF SELLING PARTIES. As of the Execution Date, and also as of the Closing Date (except to the extent that any representation is specifically limited by the terms of such representation to the date of this Agreement or another specified date), each of the Selling Parties hereby represents and warrants to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF SELLING PARTIES. The representations and warranties of the Company made in Sections 5.1 of this Agreement shall be true and correct in all material respects as of the Execution Date and as of the Closing Date as though made by the applicable Company again as of the Closing Date, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date.
REPRESENTATIONS AND WARRANTIES OF SELLING PARTIES. Builders and Shareholders, jointly and severally, represent, warrant, and agree as follows:
REPRESENTATIONS AND WARRANTIES OF SELLING PARTIES. Except as set forth in the Disclosure Schedules, Seller (or where expressly noted, the Selling Parties, severally and not jointly) represents and warrants to Buyer that the statements contained in this ARTICLE III are true and correct as of the date hereof.
