REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDERS. Robert C. Shepro and Lindx X. Xxxxxx (xxxividuxxxx, x "Xxxxxxpal Stockholder" and collectively, the "Principal Stockholders") and, prior to the Effective Time, the Company, jointly and severally, represent and warrant to the Buyer and, following the Effective Time, the Surviving Corporation that the statements contained in this Article II are true and correct, except as set forth in the disclosure schedule attached hereto (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 the Disclosure Schedule to the extent relevant.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDERS. The Company and the Principal Stockholders jointly and severally represent and warrant, to and for the benefit of the Indemnitees, and except as set forth on the Disclosure Schedule attached hereto, as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDERS. As a material inducement to Parent and Merger Sub to enter into this Agreement, except as disclosed in the disclosure Schedules delivered to Parent and Merger Sub by the Company concurrently herewith (each section of which qualifies only the representation in the correspondingly numbered Section of this Agreement) and except as provided herein, the Company and the Principal Stockholders (excluding Kinderhook), jointly and severally (except as to Sections 4.28, 4.29 and 4.30, which each Principal Stockholder (including Kinderhook) makes severally as to such Principal Stockholder), hereby represent and warrant to Parent and Merger Sub, which representations and warranties are true, correct and complete, that:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDERS. Except as otherwise is set forth in the Disclosure Memorandum, and in order to induce LION and Merger LLC to enter into and perform this Agreement and the other agreements and the other Operative Documents, TRMS and the Principal Stockholders severally represent and warrant to LION and Merger LLC as of the Closing Date as follows.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDERS. The Company represents and warrants to Parent and Sub, subject to such exceptions as are specifically disclosed in the disclosure letter (referencing the appropriate section and paragraph numbers) supplied by the Company to Parent (the "Disclosure Letter") and dated as of the date hereof, as set forth below.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDERS. 10 SECTION 3.1.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDERS. Subject to the qualifications, exceptions and other disclosures set forth on the Disclosure Schedule attached hereto, the Company and the Principal Stockholders jointly and severally represent and warrant to Acquiror and Merger Sub as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDERS. The Company and the Principal Stockholders hereby represent and warrant to Parent and Sub, subject to such exceptions as are reasonably disclosed in the disclosure schedule (each of which disclosures shall reasonably reference the appropriate section and, if applicable, subsection of this ARTICLE II to which it relates, and each of which disclosures shall be deemed to be incorporated by reference into the representations and warranties made in the section of this ARTICLE II corresponding to the section referenced in the disclosure schedule; provided, however, that any information disclosed under any section of the disclosure schedule shall be deemed disclosed and incorporated into any other section of the disclosure schedule where it is reasonably apparent that such disclosure, without reference to the source documentation, is relevant to such other section) delivered by the Company to Parent concurrently with the execution of this Agreement (the “Disclosure Schedule”) dated as of the date hereof, on the date hereof and as of the Effective Time, as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDERS. The Company and the Principal Stockholders hereby represent and warrant to Mergerco and Tadeo as follows; provided, that Tadeo and Mergerco -------- acknowledge that: (i) the representations and warranties of the Company and Kalpaxis are joint and several; (ii) the representations and warranties of each Principal Stockholder, other than Kalpaxis, are limited to those specific representations and warranties set forth in Section 3.1, Section 3.2(b), and Section 3.27 below, with respect to the Stock ownership, ownership of Tadeo Common Stock and knowledge of each such Principal Stockholxxx; (iii) the representations and warranties of Rubin and the Trust are made severally and not jointly and severallx xxth Kalpaxis, but the representations and warranties of Rubin and the Trust are made jointly and severally; and (iv) whxxx xhe Principal Stockholders, other than Kalpaxis, are not liable, joint and several, for the representations and warranties of the Company, the Company itself is liable, jointly and severally, for the representations and warranties of the Principal Stockholders; provided, that the Company shall not be liable for any representations made by Rubin and the Trust under Section 3.27.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDERS. The Company and the Principal Stockholders represent and warrants to the Members and Juma that:
