REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE COMPANY STOCKHOLDERS. The Company and each of the Company Stockholders jointly and severally represent and warrant to the Buyer and the Transitory Subsidiary that the statements contained in this Article II are true and correct, except as set forth in the disclosure schedule provided by the Company and the Company Stockholders to the Buyer on the date hereof (the "DISCLOSURE SCHEDULE"). The Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article II, and the disclosures in any paragraph of the Disclosure Schedule shall qualify other paragraphs in this Article II only to the extent it is clear from a reading of the disclosure that such disclosure is applicable to such other paragraphs.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE COMPANY STOCKHOLDERS. For purposes of this Article III, references to the Company shall include, without limitation, the Company and the Company Subsidiary (as defined herein). The Company and the Company Stockholders hereby represent and warrant to Parent and Merger Sub as of the date hereof as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE COMPANY STOCKHOLDERS. The Company makes no representations or warranties to Buyer except as set forth in this ARTICLE IV. The Company Stockholders make no representations or warranties to Buyer except as set forth in this ARTICLE IV and in ARTICLE V. The Company and the Company Stockholders hereby jointly and severally represent and warrant to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE COMPANY STOCKHOLDERS. To induce the Buyer to enter into this Agreement and consummate the transactions contemplated hereby, each of the Company and the Company Stockholders, jointly and severally, hereby represent and warrant to the Buyer that, as of the date hereof, the statements contained in this Article III are true and correct, except as set forth in the letter provided by the Company and the Company Stockholders to the Buyer (the "COMPANY DISCLOSURE LETTER").
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE COMPANY STOCKHOLDERS. Except as set forth in the disclosure schedules delivered by the Company to Purchaser Parties on the date hereof (the “Company Disclosure Schedules”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, each of the Company and the Company Stockholders, jointly and severally, hereby represents and warrants to the Purchaser Parties, as of the date of this Agreement, as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE COMPANY STOCKHOLDERS. (A) The Company and each of the Company Stockholders, jointly and severally, represent and warrant to Veeco and Acquisition as follows; provided, that any representations and warranties relating to Foreign Plans contained in Section 3.12 shall be deemed to be made only as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE COMPANY STOCKHOLDERS. Each of the Company and the Company Stockholders hereby represents and warrants to Parent and Merger Sub, subject to such exceptions as are specifically disclosed in the Company Disclosure Schedule (each of which disclosures, in order to be effective, shall either clearly reference the appropriate section and, if applicable, subsection of this Article III to which it relates or such disclosure under one section shall be reasonably apparent from the text of such disclosure to be applicable to another section) delivered by the Company to Parent concurrently with the execution of this Agreement (the “Company Disclosure Schedule”), dated as of the date hereof, as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE COMPANY STOCKHOLDERS. (i) The representations and warranties of Company and the Company Stockholders (as applicable) set forth in Sections 3.1(a) and 3.1(b) (Corporate Organization), Section 3.3(a) and Section 3.3(b) (Authority; No Violation), Section 3.16 (Affiliate Transactions), Section 4.1 (Title to Shares) and Section 4.2(a) (Authority; No Violation) shall be true and correct in all but de minimis respects as of the date hereof and shall be true and correct in all but de minimis respects as of the Closing as though made on and as of the Closing (except representations and warranties that by their terms speak specifically as of another date, in which case as of such date); (ii) the representations and warranties of the Company and the Company Stockholders (as applicable) set forth in Section 3.2 (Capitalization), 3.5(b)(ii) (Financial Statements), Section 3.6(a) (Absence of Certain Changes or Events), Section 3.19 (Brokers), Section 3.20 (State Takeover Laws), Section 4.2(b) (Authority; No Violation), and Section 4.4 (Brokers) (without giving effect to any qualification as to materiality or Company Material Adverse Effect contained therein) shall be true and correct in all material respects as of the Closing as though made on and as of the Closing (except representations and warranties that by their terms speak specifically as of another date, in which case as of such date); and (iii) the other representations and warranties of the Company and the Company Stockholders set forth in this Agreement (without giving effect to any qualification as to materiality or Company Material Adverse Effect contained therein) shall be true and correct as of the date hereof and shall be true and correct as of the Closing as though made on and as of the Closing (except representations and warranties that by their terms speak specifically as of another date, in which case as of such date), except, with respect to this clause (iii), where any failures of any such representations and warranties to be true and correct (without giving effect to any qualification as to materiality or Company Material Adverse Effect contained therein) have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE COMPANY STOCKHOLDERS. Except as set forth in the disclosure schedule delivered by the Company to Parent and Merger Sub concurrently with the execution and delivery of this Agreement (the “Company Disclosure Schedule”), the Company and the Company Stockholders, jointly and severally, hereby represent and warrant to Parent and Merger Sub as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE COMPANY STOCKHOLDERS. The Company and the Company Stockholders, jointly and severally, represent and warrant to the Buyer and the Acquisition Company as follows, except to the extent specified on the disclosure schedule that the Company has provided to the Buyer on the date hereof (the "Disclosure Schedule"):
