REPRESENTATIONS AND WARRANTIES OF THE BUYER AND NEWCO. The Buyer and Newco represent and warrant (jointly and severally) to the Seller as follows:
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND NEWCO. The Buyer and Newco represent and warrant to the Sellers that the statements contained in this Section 3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(b)), except as set forth in Annex III attached hereto.
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND NEWCO. All representations and warranties made by the Buyer and Newco in this Agreement shall be true and correct in all material respects on and as of the Closing Date as if again made by the Buyer and Newco on and as of such date, except for any warranties made with reference to a specific date, which shall be true and correct as of such specific date.
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND NEWCO. The Buyer and NewCo hereby represent and warrant to the Company that:
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND NEWCO. The Buyer hereby represents and warrants to the Company and Stockholders that:
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND NEWCO. The Buyer and Newco represent and warrant to the Sellers that the statements contained in this Section 3(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(b)), except as set forth in Annex IV attached hereto. Annex IV may be updated one or more times prior to the Closing Date. Any updated Disclosure Schedule shall be delivered at or before the Closing. In the event any such updated Annex IV indicates a material adverse change from information previously provided to the Sellers, Sellers shall be entitled to terminate this Agreement (without any liability whatsoever to NMP or Sellers) by written notice delivered to Buyer following receipt of such updated Annex IV. Nothing in Annex IV shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless Annex IV identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail as the context requires. For purposes hereof, the definition of "Material" in Section 4 shall be utilized with respect to the use of Material in this Section 3 (but with all references to NMP deemed to be references to the Buyer).
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND NEWCO. The Buyer and Newco, jointly and severally, represent and warrant to Holdings as follows:
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND NEWCO. 14 (a) Organization of the Buyer and Newco .................. 14 (b) Authorization of Transaction ......................... 14 (c) Noncontravention ..................................... 14 (d)
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND NEWCO. Except as set forth in the Buyer’s disclosure schedule delivered by the Buyer to the Company on or prior to the date hereof in connection with this Agreement (the “Buyer Disclosure Schedule”) and in the Buyer SEC Reports (to the extent the qualifying nature of such disclosure is readily apparent to the Buyer from the content of such Buyer SEC Reports, but excluding disclosures referred to in “Forward-Looking Statements,” “Risk Factors” and any other disclosures therein to the extent they are of a predictive or cautionary nature or related to forward-looking statements), the Buyer hereby represents and warrants to the Company and the Sellers as follows:
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND NEWCO. 20 4.1 Organization . . . . . . . . . . . . . . . . . . . . . . . . . 20 4.2
