REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND MEMBERS. The Company and each of the Members represents and warrants to Liquid Holdings that the statements contained in this Article 3 are true and correct as of the Closing, except as set forth in the Disclosure Schedules numbered to correspond to the Section of this Article 3 to which such exception relates, in each case to the actual knowledge of the Members. For the avoidance of doubt, none of the Members shall have any liability for a breach of a representations or warranty set forth in this Article 3 unless such Member had actual knowledge of such breach of a representations or warranty.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND MEMBERS. The Company and the Members represent and warrant to GAI, Holdings and the Holdings Shareholder that the statements contained in this Article III are true and correct as of the date hereof and will be true and correct as of the Closing Date as if made on such date, except as set forth in the Schedules delivered by the Company to Holdings concurrently herewith and which are attached hereto. Notwithstanding any provision in this Agreement to the contrary, any representation or warranty made by a Member is made only with respect to the Company and himself or herself and not with respect any other Member.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND MEMBERS. The Company and each of the Members represents and warrants to Liquid Holdings that the statements contained in this Article 3 are true and correct as of the date of this Agreement.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND MEMBERS. The Company and its Members each represent and warrant for the benefit of the Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND MEMBERS. The following representations and warranties by the Company and the Members to Parent and Merger Sub are qualified by those disclosures and exceptions set forth in the Company disclosure schedule (the “Company Disclosure Schedule”). The Company represents and warrants to Parent and Merger Sub with respect to the following representations and warranties (other than the Member Representations) and each Member represents and warrants as follows on a several and not joint basis, only those representations and warranties contained in Sections 2.2(b), 2.2(h), 2.2(i), 2.4(b), 2.5(b), 2.6(b), 2.12(b), 2.18(b), 2.25 and 2.28 (the “Member Representations”) of this Article II solely to the extent such representation is made with respect to such Member and/ or with respect to such Member’s Old Crumbs Units), in each case as of the date hereof and as of the Closing, as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND MEMBERS. The Company and each Member hereby, jointly and severally, represent and warrant, on behalf of themselves and the Company, to Buyer at and as of the date hereof, subject solely to the corresponding Schedules with respect to specific sections of this Article 2 as follows.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND MEMBERS. The Company and each Principal Member jointly and severally represent and warrant that the following are true and correct as of the date hereof and will be true and correct through the Closing Date as if made on that date:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND MEMBERS. The Company and Members, jointly and severally, represent and warrant that the following are true and correct as of the date hereof (all Schedules referenced in this Article III are contained in the Company Disclosure Schedule of even date herewith):
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND MEMBERS. The following representations and warranties by the Company and the Members to Parent and Holdco are qualified by those disclosures and exceptions set forth in the Company disclosure schedule (the “Company Disclosure Schedule”). The Company and each of the Members hereby severally represents and warrants to Parent and Holdco as follows (provided, however, that with respect to any representation or warranty concerning or relating to the Members (or any Member) or the Membership Interests, each Member is hereby only representing and warranting, on a several basis, as to such Member and/or with respect to such Member’s Membership Interests):
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND MEMBERS. The Company and the Members represent and warrant to Fenix as follows in this Paragraph 11. All of the Company’s and Members’ representations and warranties are made jointly and severally, with the exception that each Member’s representations and warranties in subsections (d), (e) and (f) are made solely in respect of himself or herself and not in respect of any other Member:
(a) The Company is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Florida and has the requisite company power and authority to carry on its business as it is currently being conducted.
(b) The Members own 100% of the Company’ issued and outstanding membership interests.
(c) The Purchased Interest represents 5% of the Company’s issued and outstanding membership interests.
(d) Upon delivery of the Purchased Interest and any membership interest in the Company acquired upon the exercise of the Call Options or First Refusal Option, Fenix will acquire valid title to the foregoing membership interests, free and clear of all liens, encumbrances and restrictions.
(e) The Member is the sole owner of record, beneficial owner and holder, free and clear of any liens (other than restrictions on transfer under the Securities Act of 1933, as amended, and state securities laws), of the membership interest in the Company listed opposite the Member’s name in the attached Exhibit 1. At the time of any exercise of the Call Options or First Refusal Option, the Member will be the sole owner of record, beneficial owner and holder, free and clear of any liens, encumbrances and restrictions (other than restrictions on transfer under the Securities Act of 1933, as amended, and state securities laws), of the Member’s membership interest in the Company.
(f) The Member has full power and authority to enter into this Agreement, to sell his or her membership interest, and to perform his or her obligations under this Agreement. This Agreement constitutes the valid and binding obligation of each Member, enforceable against him or her in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affected the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
(g) The Company has full power and authority to enter into this Agreement and to ...
