REPRESENTATIONS AND WARRANTIES OF THE BUYER AND MERGER SUB. Each of the Buyer and Merger Sub represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND MERGER SUB. As a material inducement to the Company and the Principal Stockholders to enter into this Agreement, the Buyer and the Merger Sub hereby represent and warrant to the Company and the Principal Stockholders that as of the date hereof and as of the Effective Time:
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND MERGER SUB. The Buyer and Merger Sub represent and warrant to the Company that the statements contained in this Article IV are true and correct.
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND MERGER SUB. The Buyer and Merger Sub represent and warrant to the Sellers the following, as of the date hereof and to the extent applicable, as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND MERGER SUB. Sections 4.2, 4.4, 4.5 and 4.7 of the Merger Agreement as heretofore in effect are hereby deleted, and in lieu thereof Buyer hereby represents and warrants that it has as of the date hereof, and will have at the Acceptance Time and at the Effective Time, sufficient cash to pay the Offer Consideration and the Merger Consideration.
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND MERGER SUB. The Buyer and Merger Sub, jointly and severally, represent and warrant to the Company that the statements contained in this Article III are true and correct, except as set forth in the disclosure schedule attached hereto (the "Buyer Disclosure Schedule"). The Buyer Disclosure Schedule shall be arranged ------------------------- in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article III, and the disclosures in any paragraph of the Buyer Disclosure Schedule shall qualify any other paragraph in this Article III where such disclosure would be appropriate to the extent that it is clear from such disclosure that it relates to such other paragraph.
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND MERGER SUB. The Buyer and, where applicable, Merger Sub hereby, jointly and severally, represent, warrant and covenant to the Company and the Shareholders the following:
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND MERGER SUB. The representations and warranties of the Buyer and Merger Sub made in this Agreement shall be true and correct as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (other than any representation or warranty that expressly relates to a specific date, which representation and warranty shall be correct on the date so specified), without giving effect to any notices given pursuant to Section 12.6(a) or (b) hereof, except where the failure to comply would not have a Materially Adverse effect on the Buyer or Merger Sub. The Company and the Shareholders shall have received a certificate signed by an authorized officer (the "Buyer Bringdown Certificate") of the Buyer and Merger Sub certifying as to fulfillment of the conditions set forth in this Section 13.3(a) with respect to the Buyer and Merger Sub and setting forth any notices given or required to be given by the Buyer pursuant to Sections 12.6(a) or (b) from the date of this Agreement through the Closing Date.
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND MERGER SUB. The Buyer and Merger Sub jointly and severally represent and warrant to the Company that each statement contained in this Article V is true and correct (i) as of the date hereof and (ii) as of the Closing Date (other than any representation or warranty that is expressly made as of a specified date, which will be true and correct as of such specified date only).
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND MERGER SUB. Except as set forth in the Buyer Disclosure Schedules, the Buyer and the Merger Sub, jointly and severally, represent and warrant to the Company as of the date hereof:
