REPRESENTATIONS AND WARRANTIES OF THE BUYER AND THE MERGER SUB. Each of the Buyer and the Merger Sub represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND THE MERGER SUB. The Buyer and the Merger Sub each represent and warrant to the Company that, except as set forth in the disclosure schedule delivered by the Buyer to the Company and dated as of the date of this Agreement, as follows:
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND THE MERGER SUB. Each of the Buyer and the Merger Sub, jointly and severally, represents and warrants to the Company that, as of the date hereof, the statements contained in this Article IV are true and correct, except as set forth in the schedule provided by the Buyer and the Merger Sub to the Company and attached hereto as EXHIBIT C (the "Buyer Disclosure Letter"):
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND THE MERGER SUB. Except as set forth in the correspondingly numbered section of the disclosure letter delivered by the Buyer and the Merger Sub to the Company and dated as of the date of this Agreement (the “Buyer Disclosure Letter”), it being agreed that disclosure of any item in any section of the Buyer Disclosure Letter shall also be deemed disclosure with respect to any other section of this Agreement to which the relevance of such item is readily apparent on its face, the Buyer and the Merger Sub represent and warrant to the Company that:
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND THE MERGER SUB. Each of the Buyer and Merger Sub represents and warrants to the Company that the statements contained in this Article III are true and correct as of the date of this Agreement and will be true and correct as of the Closing as though made as of the Closing, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties will be true and correct as of such date).
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND THE MERGER SUB. The Buyer and the Merger Sub represent and warrant to the Company and the Significant Stockholders, jointly and severally, that the statements contained in this Section 3.2 are correct and complete as of the date of this Agreement, except as set forth in the disclosure letter delivered by Buyer to the Stockholders’ Representative concurrently with the execution and delivery of this Agreement (the “Buyer Disclosure Letter”).
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND THE MERGER SUB. Each of the Buyer and the Merger Sub represents and warrants to the Company that the statements contained in this Article III are true and correct as of the date of this Agreement.
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND THE MERGER SUB. All representations and warranties made by the Buyer and the Merger Sub in this Agreement that are qualified as to materiality shall be true and correct, and all representations and warranties of the Buyer and the Merger Sub that are not so qualified shall be true and correct in all material respects, in each case, as of the date hereof, and, except to the extent such representations and warranties refer to a specific date (which shall be true and correct as of such date), as of the Closing Date as though made by the Buyer and the Merger Sub on and as of the Closing Date. The Equity Holders’ Representative shall have received a certificate to that effect dated the Closing Date and signed by any authorized officer of the Buyer and the Merger Sub.
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND THE MERGER SUB. The Buyer and the Merger Sub hereby jointly and severally represent and warrant to the Stockholders as set forth below: Each of the Buyer and Merger Sub has the requisite power and authority to execute and deliver this Agreement, to perform its respective obligations hereunder and to consummate the other transactions contemplated hereby. The execution, delivery and performance by each of the Buyer and Merger Sub of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action and no other action is necessary on the part of the Buyer or Merger Sub to authorize this Agreement or to consummate the other transactions contemplated hereby. This Agreement has been duly executed and delivered by each of the Buyer and Merger Sub and, assuming the due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid and binding obligation of each of the Buyer and Merger Sub enforceable against the Buyer and Merger Sub in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law.
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND THE MERGER SUB. Each of the Target and the Merger Sub, jointly and severally, represents and warrants to the Company that, as of the date hereof, the statements contained in this Article IV are true and correct, except as set forth in the schedule provided by the Target and the Merger Sub to the Company and attached hereto (the "Target Disclosure Letter"):
