REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE BUYER. Except: (i) as set forth in the disclosure schedule (referencing the appropriate section numbers) supplied by the Parent and the Buyer to the Company and the Members (including the Schedules referenced below in this Article 3, the “Buyer Disclosure Schedule”) and dated as of the date hereof or (ii) as set forth in the SEC Documents filed by the Parent on or after January 1, 2013 and prior to the date of this Agreement, the Parent and the Buyer, jointly and severally, hereby represent and warrant to the Seller Group as follows:
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE BUYER. The Parent and the Buyer hereby jointly and severally represents and warrants to the Company and the Company Stockholders that:
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE BUYER. As of the date hereof and as of the Closing Date, the Parent and the Buyer jointly and severally represent and warrant to the Seller and the Principal Shareholders as follows:
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE BUYER. Parent and Buyer, jointly and severally, represent and warrant to the Stockholders that the statements contained in this Section 4 are true, correct and complete as of the date hereof, and will be true, correct and complete as of the Closing Date.
(a) Organization of the Parent and the Buyer. Each of Parent and Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation and is duly qualified as a foreign corporation to do business in every jurisdiction where such qualification is required.
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE BUYER. The Parent and the Buyer hereby represent and warrant to the Seller and the Shareholder that:
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE BUYER. The Parent and the Buyer, jointly and severally, represent and warrant to the Stockholders that the statements contained in this Section 4 are true, correct and complete as of the date hereof, and will be true, correct and complete as of the Closing Date.
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE BUYER. In connection with the Merger, and in order to induce the Company and the Stockholder to enter into this Agreement and to consummate the Merger, the Parent and the Buyer hereby jointly and severally represent and warrant to the Stockholder as follows:
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE BUYER. Each of the Parent and the Buyer represents and warrants to the Sellers as follows:
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE BUYER. Except as disclosed in the SEC Reports, the Parent and/or the Buyer hereby represents and warrants to the Seller as follows:
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE BUYER. The Parent and the Buyer represent and warrant to the Seller that the statements contained in this Article IV are correct and complete as of the date of this Agreement, and that such statements 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 IV) except as may be set forth in any supplemental disclosure delivered by the Parent to the Seller on or prior to the Closing Date.
4.01 Organization of the Parent and the Buyer. The Parent is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.
