REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE STOCKHOLDER. Subject to the parties' agreement and acknowledgment that the Schedules referred to in this Article 2 are to be delivered by the Companies and the Stockholder no later than ten (10) Business Days after the date hereof, the Companies and the Stockholder hereby jointly and severally represent and warrant to UAG as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE STOCKHOLDER. To induce USFloral and each Newco to enter into this Agreement and consummate the transactions contemplated hereby, each of the Companies and the Stockholder, jointly and severally, represents and warrants to USFloral and each Newco as follows (for purposes of this Agreement, the phrases "knowledge of the Companies," "
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE STOCKHOLDER. To induce USFloral and the Newcos to enter into this Agreement and consummate the transactions contemplated hereby, each Company and each Stockholder, jointly and severally, represents and warrants to USFloral and the Newcos as follows (for purposes of this Agreement, the phrases "knowledge of the Company" or the "Company's knowledge," or words of similar import, mean the knowledge of the Stockholder and the directors and officers of each Company, including facts of which the directors and officers, in the reasonably prudent exercise of their duties, should be aware):
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE STOCKHOLDER. In order to induce Moovies to enter into this Agreement and consummate the transactions contemplated hereby, each Company and the Stockholder jointly and severally represent and warrant to Moovies as follows, each of which warranties and representations is material to and relied upon by Moovies.
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE STOCKHOLDER. 7 2.1. Organization and Good Standing..............................7 2.2. Subsidiaries................................................7 2.3. Capitalization..............................................8 2.4. Authority; Approvals and Consents...........................8 2.5. Financial Statements........................................9 2.6. Absence of Undisclosed Liabilities..........................10 2.7. Absence of Material Adverse Effect; Conduct of Business.....10 2.8. Taxes.......................................................11 2.9.
