REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SHAREHOLDERS. The Company and each of the Selling Shareholders hereby severally represents and warrants to Purchaser that:
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SHAREHOLDERS. The Companies and the Shareholders for good and valuable consideration, the receipt of which is hereby acknowledged, hereby, jointly and severally, represent and warrant to Buyer as of the date hereof and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SHAREHOLDERS. The Shareholders, jointly and severally, represent and warrant to Purchaser the following; provided, however, that (i) with respect to each subsection of Section 3 hereof, each Shareholder represents and warrants to Purchaser only to the extent such representations and warranties relate to those Companies in which such Shareholder owns Shares (which ownership is set forth on Schedule 2.1 hereto), (ii) with respect to Sections 3.2, 3.3, 3.15 and 3.20 hereof, each Shareholder represents and warrants to Purchaser only to the extent such representations and warranties relate to such Shareholder and (iii) other than the representations and warranties made by him to Purchaser in Sections 3.2,3.3, 3.5, and 3.15 hereof, the Shareholder known as Charxxx Xxxxxx ("Xrdang"), does not make any of the representations and warranties to Purchaser set forth in this Section 3; notwithstanding the foregoing, Urdang remains subject to and liable for the Shareholders' indemnification obligations set forth in Sections 8 and 9 hereof:
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SHAREHOLDERS. Each --------------------------------------------------------------------- Company and each Shareholder hereby jointly and severally represents and warrants to the Buyer that, except as set forth in a letter dated as of the date of this Agreement, executed by each Company and each Shareholder, addressed and delivered to Buyer by each Company and each Shareholder on or prior to the Closing Date and containing information required by this Agreement and exceptions to the representations and warranties of the Companies and the Shareholders under this Agreement (the "Disclosure Letter"):
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SHAREHOLDERS. 9 4.1 Corporate Status ..................................... 9 4.2
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SHAREHOLDERS. As a material inducement to MTLM and AMI to enter into this Agreement and to consummate the transactions contemplated hereby, the Shareholder and each of the Companies hereby jointly and severally make the following representations and warranties to MTLM and AMI:
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SHAREHOLDERS. Each of the Companies (to the extent applicable to itself and its business) and each of the Shareholders, jointly and severally (except as noted at Section 2.19), represent and warrant to Eltrax and to Acquiring Sub, that the following statements are true, complete and correct as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SHAREHOLDERS. Except as set forth in the disclosure schedule delivered to ADAC with this Agreement and signed by the Presidents of the Companies (the "Disclosure Schedule"), the Companies and the Shareholders jointly and severally represent and warrant to ADAC as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SHAREHOLDERS. As a material inducement to Purchaser to enter into this Agreement, except as disclosed in the disclosure Schedules delivered to Purchaser by the Companies concurrently herewith (each section of which qualifies only the representation in the correspondingly numbered Section of this Agreement), except as provided herein, the Australian Company and the Company Shareholders jointly and severally with respect to the Australian Company, the U.S. Shareholders jointly and severally with respect to the U.S. Company, and the N.Z. Shareholders jointly and severally with respect to the N.Z. Company, hereby represent and warrant to Purchaser, which representations and warranties are, as of the date hereof, and will be, as of the Closing Date, true, correct and complete that:
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SHAREHOLDERS. Each of the Companies and each of the Shareholders, jointly and severally, represent and warrant to Delphi as follows:
