REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND MERGER SUB. The Purchaser and Merger Sub, jointly and severally, hereby represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND MERGER SUB. Except as set forth in (i) the disclosure schedules delivered by the Purchaser and Merger Sub to the Company on the date hereof (the “Purchaser Disclosure Schedules”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer (provided, however, that an item disclosed in any Section of the Purchaser Disclosure Schedules shall be deemed to have been disclosed with respect to all other Sections of this Article III to which the relevance of such disclosure is reasonably apparent on its face), or (ii) the Purchaser SEC Reports that are available on the SEC’s web site through XXXXX, the Purchaser and Merger Sub, jointly and severally, represent and warrant to the Company, as of the date hereof and as of the Closing, as follows:
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND MERGER SUB. The Purchaser and Merger Sub represent and warrant to the Company the following matters as of the date hereof (except to the extent that a representation and warranty contained in this ARTICLE IV expressly states that such representation and warranty is current as of an earlier date and then such statements contained in this ARTICLE IV are true and correct as of such earlier date), in each case, except as set forth in the Disclosure Schedules or the SEC Reports:
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND MERGER SUB. The Purchaser and Merger Sub hereby, jointly and severally, represent and warrant to the Company that as of the date hereof and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND MERGER SUB. The Purchaser and the Merger Sub represent and warrant to the Stockholders, the Optionholders, the Company and the Representative that:
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND MERGER SUB. The representations and warranties contained in ARTICLE V hereof shall be true and accurate in all material respects as of the date when made and shall be deemed to be made again at and as of the Closing Date and shall then be true and accurate in all material respects (except for changes contemplated by this Agreement and except for representations and warranties that by their terms speak as of the date of this Agreement or some other date which shall be true and correct only as of such date).
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND MERGER SUB. Section 4.1 Organization, Good Standing and Qualification..................... 19 Section 4.2 Authorization..................................................... 20 Section 4.3 Capitalization and Share Ownership................................ 20 Section 4.4
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered by the Purchaser and Merger Sub to the Company concurrently with the execution of this Agreement (the Acquiror Disclosure Letter) (it being understood and agreed that (i) any matter disclosed in any section or subsection of the Acquiror Disclosure Letter will be deemed to be disclosed in any other section of the Acquiror Disclosure Letter to the extent that it is reasonably apparent on the face of such disclosure that such disclosure is applicable to such other section or subsection and (ii) the mere inclusion of an item in the Acquiror Disclosure Letter shall not be deemed an admission by the Purchaser or Merger Sub that such an item is or was material or is or was required to be disclosed therein), the Purchaser/and Merger Sub hereby represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND MERGER SUB. In the event this Agreement is terminated in accordance with its terms, Purchaser shall cause Stockholder's Shares to be promptly returned to Stockholder. The Purchaser and Merger Sub represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND MERGER SUB. The Purchaser and Merger Sub hereby jointly and severally make the representations and warranties contained in this ARTICLE VI to the Company and the Stockholders.
