REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE PARENT. Each of the Purchaser and, where specified, the Parent represents and warrants to the Company, as of the date hereof and as of the Closing as follows:
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE PARENT. The Purchaser and the Parent, jointly and severally, represent and warrant to the Seller as follows:
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE PARENT. (1) Each of the Purchaser and Parent jointly and severally represent and warrant to the Company as set forth in Schedule D and acknowledge and agree that the Company is relying upon such representations and warranties in connection with the entering into of this Agreement.
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE PARENT. The Purchaser and the Parent hereby represent and warrant to the Shareholder as follows:
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE PARENT. Each of the Purchaser and the Parent hereby represents and warrants to the Shareholder as follows, and acknowledges that the Shareholder is relying upon such representations and warranties in entering into this Agreement:
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE PARENT. The Purchaser and the Parent, severally, represent and warrant to the Company and the Seller that, as of the date of this Agreement and as of the Closing:
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE PARENT. Each of the Purchaser and the Parent represents and warrants to each of the Stockholders that the Purchaser and the Parent has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance by each of the Purchaser and the Parent of this Agreement and the consummation by the Purchaser and the Parent of the transactions contemplated hereby have been duly authorized by the Board of Directors of each of the Purchaser and the Parent, and no other corporate action on the part of the Purchaser or the Parent is necessary to authorize the execution, delivery or performance by the Purchaser and the Parent of this Agreement and the consummation by the Purchaser and the Parent of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Purchaser and the Parent and is a valid and binding agreement of the Purchaser and the Parent, enforceable against each of them in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights generally and except as may be limited by general principles of equity which may limit the availability of remedies (whether in a proceeding at law or in equity).
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE PARENT. 43 4.1 Representations and Warranties 43 4.2 Survival of Representations and Warranties 46
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE PARENT. (a) (i) The representations and warranties of the Purchaser and the Parent set forth in Paragraphs (1) [Organization and Qualification], (2) [Corporate Authorization] and (3) [Execution and Binding Obligation] of Schedule D shall be true and correct in all respects (except for de minimis inaccuracies) as of the date of this Agreement and true and correct in all respects (except for de minimis inaccuracies, including as a result of transactions, changes, conditions, events or circumstances specifically permitted hereunder) as of the Effective Time as if made at and as of such time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date); and (ii) all other representations and warranties of the Purchaser and the Parent set forth in this Agreement shall be true and correct in all respects (disregarding for purposes of this Section 6.3(1)(a)(ii) any materiality or “material” qualification contained in any such representation or warranty) as of the date of this Agreement and as of the Effective Time as if made at and as of such time (except for representations and warranties made as of a specified date, such accuracy of which shall be determined as of such specified date), except in the case of this clause (ii) where the failure to be so true and correct in all respects has not and would not reasonably be expected to, individually or in the aggregate, materially impede or prevent the completion of the Arrangement, and (b) each of the Purchaser and the Parent has delivered a certificate confirming same to the Company, executed by two (2) senior officers of the Purchaser or the Parent, as applicable, (in each case, without personal liability), addressed to the Company and dated the Effective Date.
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE PARENT. (1) Except as set forth in the Parent Filings (excluding any cautionary language and any disclosures set forth in any “risk factor” section or market risk section and in any section relating to forward looking statements, it being understood that any matter disclosed in the Parent Filings will not be deemed disclosed for purposes of the representations in Paragraphs (2), (3), (6) and (21) of Schedule D), each of the Purchaser and Parent jointly and severally represent and warrant to the Company as set forth in Schedule D and acknowledge and agree that the Company is relying upon such representations and warranties in connection with the entering into of this Agreement.
