REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE STOCKHOLDERS. 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 Stockholders no later than twenty-five (25) Business Days after the date hereof, the Companies and the Stockholders hereby jointly and severally represent and warrant to UAG and Sub as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE STOCKHOLDERS. In this Agreement, any reference to any event, change, condition or effect being “material” with respect to any entity or group of entities means any material event, change, condition or effect related to the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations of such entity or group of entities. In this Agreement, any reference to a “Material Adverse Effect” with respect to any entity or group of entities means any event, change or effect that, when taken individually or together with all other adverse changes and effects, is or would reasonably be expected to: (a) be materially adverse to the condition (financial or otherwise), properties, assets, liabilities, business, operations, results of such entity and its subsidiaries, taken as a whole, excluding any such event, change or effect to the extent resulting from or arising in connection with (i) changes or events generally affecting the industries or segments in which such entity or group of entities and their subsidiaries operates and not uniquely related to such entity or group of entities and their subsidiaries, (ii) changes in general economic, market or political conditions, (iii) compliance with the terms and conditions of this Agreement, or (iv) the execution, announcement or pendency of this Agreement or the transactions contemplated hereby; or (b) prevent or materially delay consummation of the transactions contemplated under this Agreement or otherwise prevent such entity and its subsidiaries from performing their obligations under this Agreement. For clarification, any reference to a “
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE STOCKHOLDERS. Each of the Stockholders and each of the Companies, jointly and severally, hereby represent and warrant to the Purchaser and Norton, as of the date hereof and as of the Closing Date (provided that no representation or warranty herein shall be deemed to refer to any Excluded Asset or Excluded Liability), that:
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE STOCKHOLDERS. To induce USFloral to enter into this Agreement and consummate the transactions contemplated hereby, each of the Companies and each Stockholder, jointly and severally, represents and warrants to USFloral as follows (for purposes of this Agreement, the phrases "knowledge of the Companies" or the "Companies' knowledge," or words of similar import, mean the knowledge of the Stockholders and the directors and officers of the Companies, 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 STOCKHOLDERS. 13 2.1. Organization and Good Standing...............................13 2.2. Subsidiaries.................................................13 2.3. Capitalization...............................................13 2.4. Authority; Approvals and Consents............................14 2.5. Financial Statements.........................................15 2.6. Absence of Undisclosed Liabilities...........................16 2.7. Absence of Material Adverse Effect; Conduct of Business..................................................16 2.8. Taxes........................................................18 2.9.
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE STOCKHOLDERS. Each of the Companies and each of the Stockholders, jointly and severally, hereby represent and warrant to the Purchaser that the statements contained in this Section 2 are true and correct, except as set forth in the disclosure schedules delivered by the Companies and the Stockholders on or before the date of this Agreement (the "Companies' Disclosure Schedule). The Companies' Disclosure Schedule shall be arranged in sections corresponding to the numbered and lettered sections contained in this Section 2. The disclosure in any section, however, shall be deemed to constitute disclosure for all sections in this Article 2. -12-
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE STOCKHOLDERS. Subject to the parties acknowledgement and agreement that the Schedules referred to in this Article 2 are to be delivered by the Companies and the Stockholders no later than twenty (20) Business Days after the Effective Date hereof, the Companies and the Stockholders hereby represent and warrant to UAG as follows, each such representation and warranty referring (a) in the case of Xxxx and Mize Ford only to Xxxx and Mize Ford; (b) in the case of Xxxx, only to Xxxx and Mize Ford; (c) in the case of Xxxxxx, Xxxx Ford and Xxxxxx Xxxx only to Xxxxxx, Xxxx Ford and Xxxxxx Xxxx; (d) in the case of Xxxxxx Xxxx to Xxxxxx Xxxx; and (e) in the case of Xxxxxxxx only to Xxxxxxxx and Xxxxxx Xxxx.
