REPRESENTATIONS AND WARRANTIES OF THE BUYER AND PARENT. The Buyer and Parent represent and warrant to the Seller as follows:
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND PARENT. The Buyer and Parent each hereby severally and not jointly represents and warrants to the Seller as follows:
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND PARENT. The Buyer and Parent, jointly and severally, represent and warrant to the Sellers that the statements contained in this (S) 3(B) are correct and complete as of the date of this Agreement, except as set forth in the schedule of exceptions attached hereto as Schedule 3B. -----------
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND PARENT. Each of the Buyer and Parent represents and warrants to the Sellers and the Company as of the date hereof and as of the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND PARENT. The Buyer and Parent hereby, jointly and severally represent and warrant to, and covenant with, the Sellers as follows: Section
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND PARENT. The Buyer and Parent, jointly and severally, represent and warrant to the Seller that each statement contained in this Article V is true and correct as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND PARENT. The Buyer and Parent hereby represent and warrant, except as set forth on the Buyer Disclosure Letter delivered to Company which may be updated to reflect immaterial changes that occur after signing and prior to the Closing, as follows:
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND PARENT. Except as otherwise set forth on the Parent SEC Reports, the Buyer and Parent hereby, jointly and severally, represent and warrant to the Sellers as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND PARENT. 49 Section 6.1 Corporate Organization....................................... 49 Section 6.2 Authorization and Validity of Agreement...................... 50 Section 6.3 No Conflict or Violation..................................... 50 Section 6.4 Consents and Approvals....................................... 50 Section 6.5 Litigation................................................... 50 Section 6.6 Financing.................................................... 51 Section 6.7 Brokers...................................................... 51 Section 6.8 Accuracy of Representations and Warranties................... 51 Section 6.9 Survival..................................................... 51 SECTION 7. COVENANTS..................................................................... 51 Section 7.1 Information and Certain Tax Matters.......................... 51 Section 7.2 Conduct of the Businesses.................................... 53 Section 7.3 Tax Reporting and Allocation of Consideration................ 56 Section 7.4 Supplemental Schedules....................................... 56 Section 7.5 Transferred Persons.......................................... 57 Section 7.6 Consents and Approvals....................................... 58 Section 7.7 Negotiations................................................. 59 Section 7.8 Further Assurances........................................... 59 Section 7.9 Covenant Not to Compete...................................... 59 Section 7.10 Non-Solicitation of Employees................................ 60 Section 7.11 Assignment of Contracts and Warranties....................... 60 Section 7.12
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND PARENT. Except (a) as otherwise expressly set forth on the disclosure schedules of the Buyer and Parent attached hereto (collectively, the “Buyer Disclosure Schedules”) or (b) as disclosed in the Parent SEC Reports filed or furnished on or prior to Closing Date, each of the Buyer and Parent, jointly and severally, represents and warrants to the Sellers as of the date hereof as follows (as used in this Article 5, “to the knowledge of the Buyer or Parent” shall mean information actually known by Xxxxxx X. Xxxxx and Xxxxxx X. gold, and the knowledge such persons would have after reasonable due inquiry):
