REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE OWNERS. The Seller and the Owners, jointly and severally hereby represent and warrant to the Parent and Acquisition Sub that:
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE OWNERS. The Seller represents and warrants to NMHC and the Purchaser that the statements contained in this Article III are correct and complete as of the date of this Agreement and 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 III), except as set forth in the Disclosure Schedule and except that the Seller shall not be deemed to have made the representation in Section 3.26. Each of the Owners, jointly and severally, represents and warrants to NMHC and the Purchaser that the statements contained in Section 3.26 are correct and complete as of the date of this Agreement and 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 III), except as set forth in the Disclosure Schedule. Nothing in the Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Article III; provided, however, that a matter disclosed in reference to any particular section or subsection will be deemed to be disclosed for purposes of any other section or subsections of this Article III, if the matter is disclosed in such a way to make its relevance to such other sections or subsections reasonably apparent.
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE OWNERS. 7 3.1. Organization and Good Standing 7 3.2. Authorization of Agreement 8 3.3. Ownership of Seller 8 3.4. No Subsidiaries 8 3.5. Conflicts; Consents of Third Parties. 8 3.6. Ownership and Transfer of Assets 9 3.7. Financial Statements 9 3.8. No Undisclosed Liabilities 9 3.9. Absence of Certain Developments 10 3.10. Taxes. 11 3.11. Real Property. 13 3.12. Tangible Personal Property. 14 3.13. Intangible Property 14 3.14. Material Contracts 15 3.15. Employee Benefits. 15 3.16. Labor. 16 3.17. Litigation 17 3.18. Compliance with Laws; Permits. 17 3.19. Environmental Matters 17 3.20. Insurance 18 3.21. Inventories; Receivables; Payables. 18 3.22. Customers and Suppliers 18 3.23. Banks 19 3.24. No Misrepresentations 19 3.25. Financial Advisors 19 3.26. Investment Intention 19 3.27. Accredited Investor 19 3.28. Patriot Act 19 ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF PURCHASER AND ACQUISITION SUB 20 4.1. Organization and Good Standing. 20 4.2. Authorization of Agreement. 20 4.3. Conflicts; Consents of Third Parties. 21 4.4. Litigation 21 4.5. Financial Advisors 21 4.6. Patriot Act 21 4.7. No Knowledge of Breaches 21 ARTICLE V. COVENANTS 22 5.1. Access to Information 22 5.2. Conduct of the Business Pending the Closing. 22 5.3. Consents 23 5.4. Other Actions 24 5.5. No Solicitation 24 5.6. Preservation of Records 24 5.7. Publicity 24 5.8. Use of Name 25 5.9. Employment Agreements 25 5.10. Financing Terms 25 ARTICLE VI. CONDITIONS TO CLOSING 25 6.1. Conditions Precedent to Obligations of Parent and Acquisition Sub 25 6.2. Conditions Precedent to Obligations of the Seller and Owners 26 ARTICLE VII. DOCUMENTS TO BE DELIVERED 27
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE OWNERS. The Seller and the Owners jointly and severally represent and warrant to NMHC and the Purchaser that the statements contained in this Article III are correct and complete as of the date of this Agreement and 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 III), except as set forth in the Disclosure Schedule. Nothing in the Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Article III.
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE OWNERS. The Seller hereby represents and warrants to the Purchaser as of the date hereof and each Owner represents and warrants to the Purchaser, severally and not jointly, as to matters in Sections 2.3 and 2.4 hereof as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE OWNERS. 21 4.1 Authorization and Enforceability 21 4.2 Ownership 22 4.3 No Violation 22 4.4 Compliance with Laws; Litigation 22 4.5 Corporation Stockholder 22 4.6 Insolvency Proceedings 22 4.7 Seller Taxes 22
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE OWNERS. The Seller and each Owner, as to and for itself or herself, and not with respect to any other Person, severally, represents and warrants to the Buyer as follows as of the Closing:
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE OWNERS. The Company and the Owners, jointly and severally hereby represent and warrant to the Buyer that:
