REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLER. The Company and the Seller, jointly and severally, hereby represent and warrant to Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLER. The Company and the Seller hereby, jointly and severally, represent and warrant to the Buyer as of the date hereof that:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLER. The Seller and the Company jointly and severally represent and warrant to the Purchaser that, except as set forth in the Schedules and/or a letter dated as of the Closing Date executed by the Company and Seller and containing information required by this Agreement and specifying the exceptions to the representations and warranties of the Company and the Seller under this Agreement (the “Disclosure Letter”):
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLER. The Company and the Seller hereby jointly and severally represent and warrant to the Buyer, except as set forth on the Disclosure Schedule attached hereto, each of which exceptions shall specifically identify the relevant subsection hereof to which it relates and shall be deemed to be representations and warranties as if made hereunder, that:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLER. 5.1. The Company hereby represents and warrants to the Seller as of the date hereof and as of the Closing Date, as follows: (i) it is free to enter into this Agreement; (ii) in so doing, it will not violate any other agreement to which it is a party; and (iii) it has taken all corporate action necessary to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement. The Company hereby represents and warrants to the Seller that as of the Closing Date all necessary filings with the Securities and Exchange Commission related to this Agreement shall have been made and that such filings will comply in all material respects with the securities laws of the United States.
5.2. The Seller hereby represents and warrants to the Company as of the date hereof and as of the Closing Date, as follows: (a) immediately prior to the closing of each sale pursuant to this Agreement, Seller will have all rights, title and interest in and to the Shares being sold, (b) any Shares sold by Seller under this Agreement will be owned by Seller free and clear of all liens and encumbrances, and upon receipt of such Shares the purchaser of such Shares will have all rights, title and interest in and to such shares, (c) it is free to enter into this Agreement; (d) in so doing, it will not violate any other agreement to which it is a party; and (e) it has taken all corporate action necessary to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLER. Except as set forth in the disclosure schedules delivered by the Company and the Seller to the Buyer on the date hereof (the “Company Disclosure Schedules”) and subject to Section 11.04, the Company and the Seller represent and warrant as of the date hereof (except to the extent that a representation, warranty or Company Disclosure Schedule expressly states that such representation or warranty, or the information in such Company Disclosure Schedule, is accurate only as of an earlier date) to the Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLER. Except as set forth on the Seller Disclosure Schedule, the Company and Seller hereby represents and warrants to the Purchaser, as of the date hereof, and as of the Closing Date, as set forth below. Any reference to the term “the Company” in this ARTICLE III shall refer to the Company, its Subsidiaries, any predecessor entity, and (i) CTEH Leasing, LLC, (ii) CTEH Properties, LLC, (iii) CTEH Government Services, LLC, and (iv) CTEH IT Services, LLC (clause (i)–(iv) collectively, together with all of their respective Subsidiaries, the “Other Seller Subsidiaries”). The parties hereto acknowledge and agree that although each disclosure set forth in the Seller Disclosure Schedule is identified by reference to, or has been grouped under a heading referring to, a specific individual Section or Subsection of this Agreement and such disclosure shall also constitute disclosure on any other Section or Subsection on which such disclosure is applicable as is reasonably apparent on its face.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLER. The Company and the Seller hereby represent and warrant to the Buyer and the Acquisition Sub that each of the statements contained in this Article IV are true and correct, except as expressly qualified under the section in the Disclosure Schedules attached hereto (collectively, the “Disclosure Schedules“) specifically corresponding to the Section in this Article IV in which such statement is contained:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLER. The ------------------------------------------------------------ Company and the Seller, jointly and severally, hereby represent and warrant to the Buyer as of the date hereof and as of the Closing, that, except as disclosed to Buyer's representative on the Board of Directors, Xxxx Xxxxxxxx, or as set forth on the Disclosure Schedule (the "Disclosure Schedule") furnished the Buyer, specifically identifying the relevant subparagraph hereof, which disclosures shall be deemed to be representations and warranties as if made hereunder:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLER. Each of the Company and the Seller hereby severally represents and warrants to each of the following as of the date hereof and the Closing Date:
