REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE MANAGEMENT STOCKHOLDERS. 4.01 TRUTHFULNESS OF THE REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND EACH MANAGEMENT STOCKHOLDER. The Company and each Management Stockholder, jointly and severally, represent and warrant to IDG and Newco that all of the following representations and warranties in this Article IV are, as of the date of this Merger Agreement, and as amended or supplemented pursuant to Section 6.07, will be, on the Closing Date, true and correct, and except as disclosed in the Schedules do not and will not contain any information, or omit any disclosure, that has or will or could have a Material Adverse Effect on the Company or on the Surviving Corporation or IDG.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE MANAGEMENT STOCKHOLDERS. As of the date hereof and as of the Closing Date, the Company and the Management Stockholders, jointly and severally, except as specifically provided herein, represent and warrant to THINK and UAC as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE MANAGEMENT STOCKHOLDERS. The Company, Michael and DeVille, each, severally, but not jointly, represent and wxxxxxx to Parent and Sub as follows, subject to any exceptions set forth in the Company Disclosure Letter to be delivered to Parent by the Company concurrently herewith:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE MANAGEMENT STOCKHOLDERS. 4.01 TRUTHFULNESS OF THE REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND EACH MANAGEMENT STOCKHOLDER. The Company and each Management Stockholder, jointly and severally, represent and warrant to IDG that all of the following representations and warranties in this Article IV are, as of the date of this Acquisition Agreement, and as amended or supplemented pursuant to Section 6.08, will be, on the Closing Date, true and correct, and do not and will not contain or omit any disclosure that has or will or could have a Material Adverse Effect on the Company or IDG.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE MANAGEMENT STOCKHOLDERS. 4.01 TRUTHFULNESS OF THE REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND EACH MANAGEMENT STOCKHOLDER. The Company and each Management Stockholder, jointly and severally, represent and warrant to IDG and Newco that all of the following representations and warranties in this Article IV are, as of the date of this Acquisition Agreement, and as amended or supplemented pursuant to Section 6.08, will be, on the Closing Date, true and correct, and do not
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE MANAGEMENT STOCKHOLDERS. The Company and each Management Stockholder represent and warrant, jointly and severally, as to the Company and its Subsidiaries (except that (x) the representations and warranties as to the Company set forth in Sections 5.1(f), 5.7(b), 5.8, 5.11(b)(ii) and 5.13 are not being made by the Management Stockholders and (y) the representations and warranties as to the Company set forth in Sections 5.2 and 5.4 are being made by the Management Stockholders only as of the date hereof and not as of the Closing Date), and each Management Stockholder represents and warrants, severally and not jointly, as to itself, to the Purchasers as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE MANAGEMENT STOCKHOLDERS. Each of the Company and, as applicable, the Management Stockholders, hereby, jointly and severally, represents and warrants to the Purchaser that, except as set forth in the Disclosure Schedule attached hereto as Schedule II (which Disclosure Schedule makes explicit reference to the particular representation or warranty as to which exception is taken, which in each case shall constitute the sole representation and warranty as to which such exception shall apply) ("SCHEDULE II"):
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE MANAGEMENT STOCKHOLDERS. The Company and the Management Stockholders, jointly and severally, except as specifically provided herein, represent and warrant to THINK as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE MANAGEMENT STOCKHOLDERS. The Company and each of the Management Stockholders hereby jointly and severally represent and warrant to Acquisition Co. and QuadraMed as follows:
