Representations and Warranties of Target and the 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. 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, when taken individually or together with all other adverse changes and effects, is or is reasonably likely to be materially adverse to the condition (financial or otherwise), properties, assets, liabilities, business, operations or results of operations of such entity taken as a whole, or to prevent or materially delay consummation of the transfer of the Stock or otherwise to prevent such party from performing its obligations under this Agreement. To the extent applicable, when representations, warranties or agreements of Target are made in this Agreement, they shall be deemed to have also been made by or about Gen-Val LLC and SL Exports Ltd. (each, a “Subsidiary” and collectively, the “Subsidiaries”). Target and each of the Shareholders jointly and severally represent and warrant to the Purchaser as follows:
Representations and Warranties of Target and the Shareholders. As a material inducement to Miracom and the Transitory Company to enter into this Agreement, the Shareholders hereby jointly and severally represent and warrant to the Transitory Company and Miracom that:
Representations and Warranties of Target and the Shareholders. Target and each of the Shareholders, severally and not jointly, represent and warrant to Acquiror and Newco as follows:
Representations and Warranties of Target and the Shareholders. Target and the Shareholders, and each of them, hereby, jointly and severally, represent and warrant to Parent and Acquiror that, except as set forth in the Disclosure Schedule delivered by Target to Parent (the “Target Disclosure Schedule”) as soon as practicable after the mutual execution of this Agreement:
Representations and Warranties of Target and the Shareholders
