REPRESENTATIONS AND WARRANTIES OF THE SELLER AND SHAREHOLDER. Seller and Shareholder each represent and warrant to Buyer and OSI that each of the following is true and correct in all material respects as of the date hereof, except to the extent identified in disclosure schedules attached to or accompanying this Agreement (the “Disclosure Schedules”).
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND SHAREHOLDER. The Seller and Shareholder jointly and severally represent and warrant, to and for the benefit of the Purchaser and Parent, as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND SHAREHOLDER. The Seller and Shareholder represent, warrant, covenant and agree to and with the Purchaser that:
(a) The Seller and Shareholder are corporations duly incorporated, organized and validly existing under the laws of their jurisdictions of incorporation.
(b) The Seller and Shareholder have all necessary corporate power, authority and capacity to own the Purchased Assets and to carry on the Business as presently conducted and are in good standing in each jurisdiction in which the nature of the Business or the Purchased Assets makes qualification necessary.
(c) The Shareholder and Seller have all necessary corporate power, authority and capacity to enter into this Agreement and to carry out their obligations under this Agreement and the execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate action on the part of the Seller and Shareholder.
(d) The Seller and/or Shareholder are the owners of the Purchased Assets, (excluding any leasehold interest in real estate personality) with good and valid title subject to any and all existing liens and encumbrances.
(e) This Agreement constitutes the valid and binding obligation of the Seller and Shareholder, enforceable against the Seller and Shareholder in accordance with the terms of this Agreement subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought.
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND SHAREHOLDER. Seller and Shareholder, jointly and severally, represent and warrant to Purchaser that, except as specifically set forth on the Schedules attached to this Agreement, the following statements are true and correct as of the date of this Agreement and will be true and correct on the Closing Date as if made on the Closing Date:
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND SHAREHOLDER. In order to induce the Buyer to enter into this Agreement, Seller and Shareholder, jointly and severally, make the following representations and warranties to the Buyer. Each Section of this Article IV is considered by the parties to this Agreement to be, will be treated as, and shall be effective and enforceable as an express warranty, irrespective of any particular reliance, or lack thereof, by the Buyer thereon as to the truth of the warranted fact. The Buyer’s Knowledge of any Breach of any Section, regardless of when, how or from what source said Knowledge is acquired, shall not be deemed a waiver of any representation and warranty or any of the Buyer’s rights under this Agreement. Any matter described on the Disclosure Schedule shall be set forth with reference to each separate Section of this Agreement to which the matter relates, provided that any matter or information disclosed in one section of the Disclosure Schedule shall also be deemed to be disclosed in (and for purposes of) every other section of the Disclosure Schedule with respect to which it is reasonably apparent that such matter or information is applicable, and shall be deemed to qualify any other representation or warranty in this Agreement (whether or not it contains an explicit reference to the Disclosure Schedule), where it is reasonably apparent that such matter or information would be relevant. The Disclosure Schedule shall not vary, change, expand, or alter the language of the representations and warranties contained in this Agreement. In the event of any inconsistency between the statements in this Agreement and those on the Disclosure Schedule (other than an exception permitted by this Agreement to be expressly set forth as such on the Disclosure Schedule with respect to a specifically identified Section of this Agreement) the statements in this Agreement will control.
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND SHAREHOLDER. The Seller and Shareholder represent and warrant to the Buyer, and the Buyer in agreeing to consummate the transactions contemplated by this Agreement has relied upon such representations and warranties, that, except as set forth in certain "Schedules" which are referred to herein and which have been delivered by Seller just prior to the execution and delivery of this Agreement to Buyer:
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND SHAREHOLDER. 10 4.1 Ownership, Organization and Qualification...............10 4.2 Authorization...........................................10 4.3 Enforceability..........................................10 4.4
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND SHAREHOLDER. Except as set forth in the Disclosure Schedule, the Seller and the Shareholder hereby jointly and severally represent and warrant to Buyer, which representations and warranties shall be true and correct as of Closing and shall survive the Closing notwithstanding any investigation made by or information furnished to Buyer in connection herewith, as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND SHAREHOLDER. In order to induce the Buyer to enter into this Agreement:
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND SHAREHOLDER. 3.1. Due Organization; No Subsidiaries; Etc........................................................16 ---- --------------------------------------- 3.
