REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND PARENT. Each Seller, and Parent, as applicable, hereby represents and warrants to Buyer that the statements contained in this Article IV 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 IV except to the extent any representation or warranty speaks as of a different date, which representations and warranties shall be true and correct only as of such date), except as set forth in the disclosure schedules (the “Disclosure Schedules”) accompanying this Agreement.
REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND PARENT. On or prior to the date hereof, the Sellers have delivered to the Purchaser the Disclosure Schedule setting forth, among other things, items the disclosure of which is necessary or appropriate either (1) in response to an express informational requirement contained in a provision hereof or (2) as an exception to one or more representations, warranties or covenants contained in this Agreement. The inclusion of an item in the Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by any of the Sellers that (i) such item represents a material exception or fact, event or circumstance, or (ii) such item is reasonably likely to result in a Material Adverse Effect. The Sellers have the continuing obligation until the Closing promptly to supplement or amend the Disclosure Schedule with respect to any matter hereafter discovered that, if known on the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedule and any matter hereafter arising that has or could reasonably be expected to have a Material Adverse Effect; provided, however, that (i) any supplement or amendment to the Disclosure Schedule shall not be taken into account for the purposes of determining the satisfaction of the conditions set forth in Section 8.02, (ii) for avoidance of doubt, the Sellers shall have no right to supplement or amend the Disclosure Schedules for any matter for which the Sellers had knowledge as of the date hereof, and (iii) if items so disclosed (the “Subsequent Disclosed Items”) would have given rise to a claim under Section 9.02(a)(i) had they been disclosed or become known to the Purchaser after Closing, the Purchaser shall be entitled to seek recovery after Closing (assuming Closing occurs but subject to Section 10.2 if the Closing does not occur) of the Losses arising out of the Subsequent Disclosed Items, which Losses shall be deemed to arise solely as a result of Section 9.02(a)(i), only to the extent such Losses are in excess of $5 million in the aggregate, subject to the limitations set forth in Article IX. Except as otherwise set forth in the Exhibits to this Agreement or the Disclosure Schedule (it being understood and agreed that, except for exceptions to Section 3.12(g) of the Disclosure Schedule, any such exception specifically relating to a representation or warranty hereunder shall be construed as an exception to any other representation or warranty hereunder), each of the ...
REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND PARENT. Each of the representations and warranties set forth in Sections 3.1 and 3.2 hereof shall be true and correct as of the Closing Date as if made on and as of the Closing Date.
REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND PARENT. Each Seller (severally and not jointly, for itself and solely with respect to the Acquired Assets owned by it) and Parent represents and warrants 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 Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3), except as set forth in an appropriate disclosure schedule attached hereto. All disclosures made under a Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 3 or any other section, and any item disclosed by a Seller under one Schedule, paragraph or section shall be deemed disclosed under all other applicable Schedules, paragraphs or sections.
REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND PARENT. The Sellers and Parent hereby represent and warrant to the Buyer that, except as set forth in the disclosure schedule accompanying this Agreement and initialed by the Parties (the "Disclosure Schedule"), the statements contained in this Section 3 are correct and complete in all material respects as of the date of this Agreement and will be correct and complete in all material respects as of the Closing Date. The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 3.
(a) Organization of Parent and the Sellers. Each of Parent, Sellers, Weatherly Group, Weatherly Sub and Trust is a corporation or business xxxxx xxxy organixxx, xxxxdly existing, and in good standing under the laws of the jurisdiction of its incorporation or formation. The entire authorized capital stock of Weatherly Group consists of 11,765 shares of Class A Common Stock and 0,000 xxxres of Class B Common Stock, $.01 par value, of which 10,000 shares of Class A Common Stock are issued and outstanding. The entire authorized capital stock of Weatherly Sub consists of 1,000 shares of Common Stock and 1,000 sharex xx Xxxxerred Stock, no par value, of which 1,000 shares of Common Stock are issued and outstanding. All of the issued and outstanding shares of each Acquired Subsidiary have been duly authorized, are validly issued, fully paid, and nonassessable, and are held of record by Easy Gardener, in the case of Weatherly Group, and by Weatherly Group, in the case of Weatherly Sub. Xxxxx xxe no outstandinx xx xxxxorized options, warrantx, xxxxxxse rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require either of the Acquired Subsidiaries to issue, sell, or otherwise cause to become outstanding any of its capital stock.
REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND PARENT. 5 2.01. Corporate Power and Authority; Effect of Agreement . . . . . . . . . . . . . . . . . . . . . . .5 2.02. Capitalization; the Shares . . . . . . . . . . . . . . .5 2.03. Subsidiaries . . . . . . . . . . . . . . . . . . . . . .6 2.04. Organization of the Companies and the Subsidiaries. . . . . . . . . . . . . . . . . . . . . .6 2.05.
REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND PARENT. The Sellers and Parent, jointly and severally, represent and warrant to Buyer, both as of the date hereof and as of the Closing Date, except as to any representation and warranty which indicates that it is being made as of a specified date, as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND PARENT. 20 Section 4.1 Organization.................................................. 20 Section 4.2 Capitalization................................................ 20
REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND PARENT. With respect to the representations and warranties of Sellers and Parent, the Purchaser specifically acknowledges and agrees that the Purchaser will not have any recourse to Sellers, Parent or to any of the officers or directors of Sellers or Parent in the event any of the representations and warranties made herein or deemed made are untrue as at any time of expression thereof. The only remedy for a breach of such representations and warranties shall be the Purchaser's option, under certain circumstances, not to close in accordance with and subject to the limitations set forth herein and, without limiting the foregoing, the Purchaser shall have no remedy whatsoever for any such breach after the Closing. As an inducement to the Purchaser to enter into this Agreement, the Sellers and the Parent represent and warrant as of the date hereof as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND PARENT. Except as specifically listed or to the extent specifically described in the Disclosure Schedule, the Sellers and Parent hereby jointly and severally represent and warrant to the Purchaser that:
