REPRESENTATIONS AND WARRANTIES OF THE SELLER GROUP. The Company and the Members, jointly and severally, hereby represent and warrant to the Parent and the Buyer, subject to such exceptions as are specifically disclosed in the disclosure schedule (referencing the appropriate section numbers) supplied by the Company and the Members to the Parent and the Buyer (including the Schedules referenced below in this Article 2, the “Disclosure Schedule”) and dated as of the date hereof, as set forth below.
REPRESENTATIONS AND WARRANTIES OF THE SELLER GROUP. Each member of the Seller Group hereby jointly and severally represents and warrants to the Purchaser as of the date hereof as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLER GROUP. The Seller and Seller's Parent hereby jointly and severally represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLER GROUP. Each member of the Seller Group hereby makes the following representations and warranties to the Company, severally and not jointly, with respect to such member of the Seller Group only, and each of such representations and warranties is true and correct on the date hereof and will be true and correct on the Closing Date, and each of which shall survive the Closing and the transactions contemplated hereby:
REPRESENTATIONS AND WARRANTIES OF THE SELLER GROUP. Except as disclosed in the corresponding sections or subsections of the Seller Disclosure Schedule (it being agreed that disclosure of any item in any section or subsection of the Seller Disclosure Schedule shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent), each member of the Seller Group, jointly and severally, represents and warrants to Parent, Merger Sub I and Merger Sub II as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLER GROUP. 11 5.1 Organization, Power, Authority and Good Standing............................................. 11 5.2 Authority; Authorization, Execution and Delivery; Enforceability; No Conflict................ 11 5.3 Consents..................................................................................... 12 5.4 Capitalization............................................................................... 12 5.5
REPRESENTATIONS AND WARRANTIES OF THE SELLER GROUP. The Seller Group hereby represents and warrants to the Buyer Group, as of the date of this Agreement, that except as set forth in the Business Disclosure Schedule provided by the Seller Group to the Buyer Group on the date hereof (the “Business Disclosure Schedule”) (as to which the Buyer Group acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of the Business Disclosure Schedule shall be deemed disclosed for all other purposes of the Business Disclosure Schedule as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable to such other section, subsection, paragraph or subparagraph of the Business Disclosure Schedule):
REPRESENTATIONS AND WARRANTIES OF THE SELLER GROUP. Each member of the Seller Group, jointly and severally, hereby represents and warrants to the Purchaser, except as set forth in the Schedules to this Agreement, that the following representations and warranties are true and correct, as of the date hereof, and will be, as of the Closing Date, true and correct, except as set forth on the Schedules attached hereto and made a part hereof. Except as specifically provided in this Agreement, the Purchaser acknowledges that the Seller Group has not made, and does not make, and specifically negates and disclaims, any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future:
REPRESENTATIONS AND WARRANTIES OF THE SELLER GROUP. Each of the Company, Holdco and the APG Subs (collectively referred to for purposes of this Article 2 as the "Seller Group") hereby jointly and severally represent and warrant to the APG Buyer, subject to such exceptions as are specifically disclosed in the disclosure schedule (referencing the appropriate section and paragraph numbers of this Agreement) supplied by the Seller Group to the APG Buyer (the "Disclosure Schedule") and Section 2.13 of this Agreement and dated as of the date hereof, on and at the date hereof, as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLER GROUP. Each of the Companies, the Shareholders, Xxxxxx and Uchida jointly and severally represents and warrants to the Purchaser as set forth below.
