Representations and Warranties of Target and Shareholders. Target and the Shareholders, jointly and severally, represent and warrant to each of Parent and Merger Sub, as of the date hereof and as of the Effective Time, as follows:
Representations and Warranties of Target and Shareholders. Target and the Shareholders, jointly and severally, represent and warrant to Buyer that, except as may be set forth in the Target Disclosure Schedules, the following are true and correct as of the date hereof:
Representations and Warranties of Target and Shareholders. 7 2.1 Organization, Standing and Power....................................7 2.2
Representations and Warranties of Target and Shareholders. In this Agreement, any reference to any event, change, condition or effect being "material" with respect to any entity or group of entities means any material event, change, condition or effect related to the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations or results of operations of such entity or group of entities taken as a whole. In this Agreement, any reference to a "Material Adverse Effect" with respect to any entity or group of entities means any event, change or effect that is materially adverse to the condition (financial or otherwise), properties, assets, liabilities, business, operations or results of operations of such entity and its subsidiaries, taken as a whole.
