REPRESENTATIONS AND WARRANTIES OF THE SELLER AND SHAREHOLDERS. To induce the Purchaser and AASI to enter into this Agreement and to purchase the Subject Assets, the Seller and Shareholders, jointly and severally, represent and warrant that the statements contained in this Article II are correct and complete as of the Closing Date, except as set forth in the disclosure schedule accompanying this Agreement and initialed by the Parties (the "Disclosure Schedule").
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND SHAREHOLDERS. Except as otherwise disclosed in the Seller's Disclosure Memorandum, each of the Seller and Shareholders represent and warrant, jointly and severally, to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND SHAREHOLDERS. Certain representations and warranties made by Seller and Shareholders are modified as and to the extent set forth in the Disclosure Statement which is being delivered to Buyer on the date hereof (the "Disclosure Statement") or as otherwise provided herein. Shareholders and Seller represent and warrant to Buyer as of the date of this Agreement and as of the Closing Date as follows: 4.1
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND SHAREHOLDERS. The Seller and Shareholders, as applicable, hereby represent and warrant to Purchaser that, except as set forth on a Disclosure Schedule attached hereto, each of which exceptions shall specifically identify the relevant subsection hereof to which it relates, as set forth below in this Article III. For purposes of this Agreement, the term "Material Adverse Effect" shall mean with respect to the Seller and its Business, a material adverse change in the condition (financial or otherwise) of the properties, assets, liabilities, business or operations of the Seller, taken as a whole, provided however, any change arising solely from general economic conditions [or the loss of any customer, supplier (subject to the provisions of Section 5.1.7) or employee] shall not be deemed to be material. For purposes of this Section 3, any reference to the "knowledge" of Seller shall be deemed to refer to the knowledge of Lxxxx, Fxxxxx or Rxxxxx Xxxx (the CFO of Seller) or their legal representative. Said individuals will be deemed to have "knowledge" of a particular fact or other matter if a prudent individual could be expected to discover or otherwise become aware of such fact or other matter in the course of his/her duties as an executive officer of the Seller, including reasonable inquiry of senior management personnel who would likely have direct access to information related to such fact or matter.
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND SHAREHOLDERS. As a material inducement to the Purchaser to enter into and perform its obligations pursuant to this Agreement, the Seller and Shareholders represent and warrant, jointly and severally, as of the date hereof and the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND SHAREHOLDERS. The Seller and the Shareholders, jointly and severally, represent and warrant to the Buyer that the statements contained in this Section 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Effective Date, except as set forth in the disclosure schedule accompanying this Agreement and initialed by the Parties (the "DISCLOSURE SCHEDULE"). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 3.
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND SHAREHOLDERS. The Seller and the Shareholders represent and warrant to the Buyer as follows; provided, however, that the Shareholders shall not be liable for any matter beyond their actual knowledge:
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND SHAREHOLDERS. 3 3.1 General....................................................... 3 3.2
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND SHAREHOLDERS. Seller and each Shareholder represents and warrants to Buyer and OSI that each of the following is true and correct in all material respects as of the Closing Date, except to the extent identified in disclosure schedules attached to or accompanying this Agreement (the "Disclosure Schedules").
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND SHAREHOLDERS. 8 Section 3.1. Organization..................................................................8 Section 3.2. Authorization.................................................................9 Section 3.3. No Interest in Other Entities.................................................9 Section 3.4. Absence of Restrictions and Conflicts.........................................9 Section 3.5. Ownership of Assets and Related Matters......................................10 Section 3.6. Financial Statements.........................................................11 Section 3.7. No Undisclosed Liabilities...................................................11 Section 3.8. Absence of Certain Changes...................................................11 Section 3.9. Legal Proceedings............................................................12 Section 3.10.
