REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS. The Company and each Seller, jointly and severally, hereby represents and warrants to the Purchaser that:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS. The Parent and the Company jointly and severally represent and warrant to Buyer and Global, jointly and severally with respect to matters relating to the Company (but not with respect to a member of Parent individually), and each Seller represents and warrants severally but not jointly with respect to matters relating to such Seller individually in Sections 3.1 and 3.9(a), (d) and (e), that subject to the specific qualifications and limitations set forth herein, including, without limitation, the qualifications and limitations set forth in the disclosure schedules delivered by the Parent to Buyer and Global on the date hereof (the “Disclosure Schedules”), the statements contained in this Article III are correct and complete as of the date hereof and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article III), except to the extent that such representations and warranties are expressly made as of another specified date, and as to such representation, the same shall be true as of such date and except with respect to factors, circumstances or events, including execution of contracts or other agreements, first arising or, in the case of representations given to the Company’s Knowledge, such Knowledge being obtained in good faith after the date hereof; provided that such factors, circumstances or events do not constitute a breach of any of the Sellers’ or Company’s covenants pursuant to Article V of this Agreement except as would not have a Material Adverse Effect. The Disclosure Schedules may be updated one or more times prior to the Closing Date and the delivery of such updated Disclosure Schedules shall be deemed to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of such variance or inaccuracy and neither Buyer nor Global shall have any claim (whether for indemnification or otherwise) against the Company or the Sellers for any such variance or inaccuracy; provided that any such updated Disclosure Schedules containing any change that would result in any Material Adverse Effect shall not cure any misrepresentation or breach of warranty of the Company and Sellers under this Article III. The inclusion of any item on any Disclosure Schedule shall not constitute an admission that such item is material or that a violation, right of termination, default, liability or other obligation of a...
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS. The Company and the Sellers jointly and severally represent and warrant to the Buyer as of the date hereof, as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS. The representations and warranties (i) set forth in the Company Fundamental Representations and the Seller Fundamental Representations shall be true and correct in all respects, (ii) set forth in Section 5 (other than the Company Fundamental Representations), without giving effect to any Company Xxxxx Xxxxxxxx Adverse Effect or other materiality qualifications therein, shall be true and correct, and (iii) set forth in Section 6 (other than the Seller Fundamental Representations), without giving effect to any material adverse effect or other materiality qualifications therein, shall be true and correct, in the case of clauses (i) through (iii), as of the Closing Date (except to the extent such representation or warranty refers to a specific date, in which case such representation or warranty shall instead be true and correct as of such date) as if made by the Company or the applicable Seller, as applicable, on and as of the Closing Date, except, in the case of clause (ii), to the extent that the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Xxxxx Xxxxxxxx Adverse Effect, and in the case of clause (iii), to the extent that the failure of such representations and warranties of a Seller to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on, or a material delay in, the ability of such Seller to consummate the transactions contemplated by this Agreement.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS. 9 3.1 Capitalization................................................................... 9 3.2
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS. As an inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, the Company represents and warrants to Buyer and agrees, and the Sellers jointly and severally represent and warrant to Buyer and agree, as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS. The Company and the Sellers jointly and severally represent and warrant to Global and Buyer that:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS. Each of the Company and the Sellers jointly and severally represents and warrants to, and for the benefit of the Purchaser as of the Effective Date and the Closing Date the following:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS. The Company and each of the Sellers (as to Sections 3.1-3.13, to the best knowledge of such Seller) represent and warrant to PEI that the statements contained in this ARTICLE III are correct and complete as of the date of this Agreement and, except as provided in Section 7.1, will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this ARTICLE III, except in the case of representations and warranties stated to be made as of the date of this Agreement or as of another date and except for changes contemplated or permitted by this Agreement).
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS. (a) Authorization of Transaction (b) Noncontravention
