REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SELLERS. The Companies and the Sellers jointly and severally represent and warrant to the Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SELLERS. 3.1 Organization and Qualification 3.2 Authorization; Enforceability; No Violation
3.3 Organizational Documents 3.4 Capitalization 3.5 Options
3.6 Limited Operations
3.7 Subsidiaries and Investments
3.8 Financial Statements 3.9 Absence of Undisclosed Liabilities 3.10 Taxes
3.11 Material Contracts 3.12 Real Property 3.13 Personal Property
3.14 Litigation 3.15 Compliance with Applicable Laws
3.16 Intellectual Property
3.17 Minute Books; Stock Records and Bank Accounts
3.18 Absence of Certain Changes
3.19 Insurance Policies
3.20 Licenses and Permits
3.21 Employee Benefit Plans
3.22 Health, Safety and Environment 3.23 Labor Matters 3.24 Affiliate Transactions 3.25 Brokers 3.26 Warranty 3.27 Product Recall 3.28 Prohibited Payments 3.29 Suppliers
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SELLERS. The Companies, jointly and severally, represent and warrant to the Buyer with respect to the matters specified in this ARTICLE III as follows (and the Sellers, jointly and severally, represent and warrant to the Buyer with respect to only those matters specified in Section 3.1, Section 3.2(a), Section 3.3, Section 3.4, Section 3.5, Section 3.6 and Section 3.7 as follows):
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SELLERS. 4.1. Organization, Qualification, and Corporate Power........................9 4.2. Capitalization..........................................................9 4.3. Noncontravention.......................................................10
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SELLERS. The Companies and the Sellers, jointly and severally, hereby represent and warrant to the Buyer that, except as set forth in the Schedules hereto, (as supplemented pursuant to Section 6.8 below), the statements contained in this Article IV 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 Article IV). An item disclosed in any Schedule shall be deemed disclosed for purposes of all Schedules, provided that cross references have been included in such Schedules.
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SELLERS. Each of the Companies and Sellers, jointly and severally, represent and warrant to LTFS that:
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SELLERS. Except as set forth on the Disclosure Schedule attached hereto (which Disclosure Schedule contains a reasonably detailed description of each such exception and references the applicable representation so qualified), the Companies and the Sellers jointly and severally represent and warrant to Buyer that:
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SELLERS. Except as set forth in the confidential disclosure schedule delivered by the Companies and the Sellers to the Purchaser prior to the execution and delivery of this Agreement (the “Sellers Disclosure Schedule”), the Companies and the Sellers hereby jointly and severally represent and warrant to the Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SELLERS. In connection with the purchase and sale of the TMBC Shares hereunder, and in order to induce the Purchaser to enter into and consummate the transactions contemplated by this Agreement, the Companies and the Sellers hereby jointly and severally represent and warrant to the Purchaser, as of the date hereof and as of the Closing Date (except for representations and warranties expressly and specifically relating to a time or times other than the date hereof or thereof, which shall be made as of the specified time or times), that, with respect to the Existing Stations, and with respect to the Additional Radio Stations solely from and after the date of purchase of any such Additional Radio Station, except as set forth in Schedule 3.0 annexed hereto (the "Sellers' Disclosure Schedule"):
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SELLERS. Each of the Companies and the Sellers, jointly and severally, hereby represent and warrant to the Buyers that the following representations and warranties are true and correct as of the time of execution of this Agreement and as of the Closing, except as specifically set forth herein and in the Disclosure Schedules delivered to the Buyers on the date of this Agreement (the “Disclosure Schedules”) (which Disclosure Schedules shall be arranged in sections corresponding to the numbered and lettered sections of this Agreement and the disclosure in any section shall qualify other sections of this Agreement to the extent it is reasonably apparent from the face of the statement that it is applicable thereto), as follows:
