REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPALS. The Company, and each of the Principals, hereby represent and warrant to Parent and Subsidiary that on the date hereof and as of the Effective Time as though made on the Effective Date as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPALS. Except as set forth in the Disclosure Schedule attached hereto (which 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 only the corresponding paragraph in this Article II, the "Disclosure Schedule"), the Company and the Principals jointly and severally represent and warrant to Parent and Acquisition Subsidiary, as of the date of this Agreement and as of the Closing (which representations and warranties shall survive the Closing to the extent provided in Section 6.3 hereof), as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPALS. 2.01 Corporate Organization 6 2.02 Subsidiaries 6 2.03 Capital Structure 7 2.04 Authority 7 2.05 No Conflict 8 2.06 Consents 8 2.07 The Company Financial Statements 8 2.08 No Undisclosed Liabilities 9 2.09 No Changes 9 2.1 Tax Matters 11 2.11 Restrictions on Business Activities 12 2.12 Title of Properties; Absence of Liens and Encumbrances; Condition of Equipment 12
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPALS. The Company and each of the Principals hereby represent and warrant, jointly and severally, to each of Parent, Acquisition Sub and CDN2 subject to such exceptions as are disclosed with respect to specific sections of this Article 2 in the Disclosure Schedule delivered herewith and dated as of the date hereof or are disclosed in another section of the Disclosure Schedule if it is reasonably apparent on the face of the disclosure that it is applicable to another Section of this Article 2, as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPALS. The Company and the Principal hereby jointly and severally warrant and represent to Buyer as follows, and acknowledge and confirm that Buyer is relying upon such warranties and representations in connection with the purchase of the Acquired Assets:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPALS. As an inducement to Lineo to enter into and perform its obligations under this Agreement, the Company and the Principals (and the other Shareholders only to the extent so specifically provided), jointly and severally, represent and warrant to Lineo as set out below. The parties acknowledge and agree that all representations and warranties in respect of the Company are given by the Principals on a joint and several basis. Any representation and warranty or covenant given below by a Shareholder who is not a Principal is given severally and not jointly and severally and only in respect of himself.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPALS. Except as set forth on the disclosure letter delivered by the Company and the Principals, defined below, prior to the execution of this Agreement (the "Company Disclosure Letter"), the Company, Xxxxx Xxxxxxx ("Xxxxxxx"), and Xxxxxx Xxxxx ("Xxxxx"; Xxxxxxx and Xxxxx are referred to together as the "Principals"), jointly and severally, represents and warrants to the Purchaser as of the date hereof as follows. All references to schedules in this Article IV are intended as references to Schedules of the Company Disclosure Letter:
