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. 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 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. 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. 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, except as set forth (i) in the Buyer SEC Reports filed prior to the date hereof (other than any forward looking disclosures set forth in any risk factor section, any disclosures in any section relating to forward looking statements and any other disclosures included therein to the extent they are primarily predictive or forward-looking in nature) or (ii) in the Schedules accompanying this Agreement (collectively, the “Buyer Disclosure Schedule”). The Buyer Disclosure Schedule has been arranged for purposes of convenience only, in sections corresponding to the Sections of this Agreement. Each section or subsection of the Buyer Disclosure Schedule will be deemed to incorporate by reference all information disclosed in any other section or subsection of the Buyer Disclosure Schedule to the extent that it is reasonably apparent that such information is relevant to such other section or subsection.
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND MERGER SUB. In order to induce the Company and Midco to enter into and perform this Agreement and to consummate the Contemplated Transactions, each of the Buyer and Merger Sub represents and warrants to the Company and Midco as follows, in each case except as set forth on the Buyer Disclosure Schedule (with disclosures on one section of the Buyer Disclosure Schedule qualifying representations in non-corresponding sections of this Article IV to the extent their applicability is reasonably apparent on its face):
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:
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND MERGER SUB. Except as set forth in the correspondingly identified subsection of the disclosure schedule delivered by the Buyer to the Company concurrently herewith (the “Buyer Disclosure Schedule”) (it being understood by the parties that the information disclosed in one subsection of the Buyer Disclosure Schedule shall be deemed to be included in each other subsection of the Buyer Disclosure Schedule in which the relevance of such information thereto would be readily apparent on the face thereof), the Buyer and Merger Sub jointly and severally represent and warrant to the Seller and the Company as follows:
