REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE SHAREHOLDERS. As material inducement to Buyer to enter into this Agreement and to close hereunder, the Seller and the Shareholders hereby jointly and severally make the following representations, warranties and agreements to and with Buyer:
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE SHAREHOLDERS. The Seller and the Shareholders jointly and severally represent and warrant to the Buyer that the statements contained in this Section 3.1 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 then substituted for the date of this Agreement throughout this Section 3.1).
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE SHAREHOLDERS. As a material inducement to Buyer to execute this Agreement and consummate the transactions contemplated hereby, the Seller and the Shareholders hereby make, jointly and severally, the following representations and warranties to Buyer.
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE SHAREHOLDERS. As a material inducement to Buyer to execute this Agreement and consummate the transactions contemplated hereby, the Seller and the Shareholders hereby make, jointly and severally, the following representations and warranties to Buyer. All the representations and warranties made by the Seller and the Shareholders in this Agreement pertain solely to the Business. Other than with respect to Liens on the Assets, the Seller and the Shareholders make no representations or warranties with regard to the Seller's Optiload software business. The representations and warranties are true and correct in all material respects at this date.
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE SHAREHOLDERS. Except as set forth in the disclosure schedules delivered by the Seller to the Purchaser concurrently with the execution of this Agreement (the “Seller Disclosure Schedules”), which shall identify each exception by reference to the specific Section to which such exception applies, the Seller and the Shareholders jointly and severally hereby represent and warrant to the Purchaser that:
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE SHAREHOLDERS. 3.1 Representations and Warranties of the Seller and the Shareholders 11
3.2 Representations and Warranties of Purchaser 19
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE SHAREHOLDERS. The Seller and the Shareholders hereby jointly and severally represent and warrant to and agree with the Purchaser as follows, unless otherwise provided in the schedules attached hereto (collectively the "Disclosure Schedules"):
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE SHAREHOLDERS. 9 3.1. Organization; Qualification; Good Standing......................9 3.2. Authorization for Agreement.....................................9 3.3. Ownership, Subsidiaries and Legal Names.........................9 3.4. Enforceability.................................................10 3.5. Pending Legal Proceedings, Orders or Investigations............10 3.6. Title to the Purchased Assets and Related Matters..............10 3.7.
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE SHAREHOLDERS. Except as set forth on the disclosure schedule delivered by the Seller and the Shareholders to the Purchaser on the date hereof (the "Disclosure Schedule"), the numbers of which are numbered to correspond to the section numbers of this Agreement to which they refer, the Seller and the Shareholders hereby, jointly and severally, represent and warrant to the Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE SHAREHOLDERS. Each representation and warranty set forth below is qualified by any exception or disclosures set forth in the Seller's Disclosure Schedule attached hereto, which exceptions specifically reference the Section(s) to be qualified. In all other respects, each representation and warranty set out in this Article 3 is not qualified in any way whatsoever, will not merge on Closing or by reason of the execution and delivery of any agreement, document or instrument at the Closing, will remain in force on and after the Closing Date (although not deemed to be given as of any date after the Closing Date), is given with the intention that liability is not confined to breaches discovered before Closing, is separate and independent and is not limited by reference to any other representation or warranty or any other provision of this Agreement, and is made and given as of the date hereof with the intention of inducing the Buyer to enter into this Agreement. The Seller and the Shareholders hereby jointly and severally represent and warrant to the Buyer as of the Closing Date as follows:
