REPRESENTATIONS AND WARRANTIES OF SONOMA. 5.1 Sonoma represents and warrants to NHL and the Shareholders as at the date hereof and as at the Closing Date and acknowledges that NHL and the Shareholders are relying upon such representations and warranties in connection with the Transaction, as follows:
REPRESENTATIONS AND WARRANTIES OF SONOMA. Except (a) as set forth in the disclosure letter delivered by Sonoma to Greystone prior to the execution of this Agreement (the “Sonoma Disclosure Letter”) or (b) as disclosed in Sonoma’s annual report on Form 10-K for the fiscal year 2013 (the “Sonoma 10-K”), quarterly reports on Form 10-Q and current reports on Form 8-K, in each case, filed or furnished from the date of the filing of the Sonoma 10-K to the date of this Agreement, but excluding, in the case of this clause (b), (i) any disclosures set forth in any risk factor section or in any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature and (ii) exhibits to such documents; provided that the exception provided for in this clause (b) shall (A) not apply to Section 2.01, Section 2.02, Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.08, Section 2.24, Section 2.25, Section 2.26, Section 2.27, Section 2.28, Section 2.29 and Section 2.30 and (B) be applied if, and only if, the nature and content of the applicable disclosure in any such Sonoma SEC Document referenced in this clause (b) is reasonably specific as to matters and items such that the subject matter of such disclosure is reasonably apparent on the face of the text of such disclosure to be applicable to the representation set forth herein, Sonoma represents and warrants to Greystone as follows:
REPRESENTATIONS AND WARRANTIES OF SONOMA. Except as set forth in the Schedule of Exceptions to the representations and warranties of Sonoma attached hereto as Exhibit E, Sonoma represents and warrants to the Purchaser the following statements. Where used in this Article 3, the terms “to the knowledge of Sonoma,” “of which Sonoma is aware” or similar terms mean to the actual knowledge of Viviani or Xxxxx, provided that, all representations and warranties herein attributable to or binding upon Xxxxx, and all personal knowledge of Xxxxx with respect to Sonoma, shall not extend to any period prior to his association with Sonoma, on or about December 1, 2002.
REPRESENTATIONS AND WARRANTIES OF SONOMA. SONOMA hereby represents and warrants as follows:
