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 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:
3.1 ORGANIZATION: GOOD STANDING. Each of the Companies is a corporation, duly incorporated, validly existing and in good standing under the laws of its incorporation and has all requisite corporate power and authority to own and lease its properties and assets and to carry on its business as currently conducted. Each of the Companies has no subsidiaries and no equity, profit sharing, participation or other ownership interest (including any general partnership interest) in any corporation, partnership, limited partnership or other entity other than as listed on Schedule 3.1 hereto. Each of the Companies is duly qualified and licensed to do business and is in good standing in all jurisdictions where such qualification is required, a list of which is set forth on Schedule 3.1.
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. 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. 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. Each of the Companies and each of the Shareholders, jointly and severally (except as to the representations and warranties contained in Section 3.5, which are given severally), represent and warrant to the Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SHAREHOLDERS. Except as set forth (by reference to the applicable Section of this Agreement) in the disclosure schedule delivered by the Companies and the Shareholders to Acquirer on the date hereof (the "Company Disclosure Schedule"), a copy of which is attached hereto as Schedule 3.0, PPRX, PRXA and each Shareholder hereby, jointly and severally, represent and warrant to Acquirer as of the date hereof and as of the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SHAREHOLDERS. As a material inducement to ViaSource to enter into this Agreement and to consummate the transactions contemplated hereby, each Company and each of the Shareholders, jointly and severally, make the following representations and warranties to ViaSource as of the date hereof and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SHAREHOLDERS. In order to induce ADP and American to enter into this Agreement, the Companies and the Shareholders hereby jointly and severally represent and warrant to ADP and American that the statements contained in this Article are true, correct and complete, except as disclosed in the Schedules referred to in this Article and delivered by the Companies to ADP on or prior to the date of this Agreement (collectively, the "APA and OCS Schedules"):
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SHAREHOLDERS. As a material inducement to Wackenhut to enter into this Agreement and to consummate the transactions contemplated hereby, each Company and Shareholder, jointly and severally, make the following representations and warranties to Wackenhut and each of the Wackenhut Subsidiaries:
