REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE SHAREHOLDERS. The Sellers and the Shareholders, jointly and severally, hereby represent and warrant to the Purchaser that the statements set forth in Sections 2.1 through 2.19 are true and correct.
REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE SHAREHOLDERS. Each of the Sellers and the Shareholders jointly and severally represents and warrants to Buyer as follows: 2.1.1.
REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE SHAREHOLDERS. As of the date hereof and as of the Closing Date, each Seller and Xxxxxxx Xxxxxxxxxx hereby, jointly and severally, represent and warrant to Purchaser and each other Shareholder severally (based on ownership of CEV at the Closing) and not jointly, hereby represents and warrants to Purchaser, as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE SHAREHOLDERS. 8 3.1 Organization, Standing and Qualification.................................... 8 3.2 Capitalization.............................................................. 8 3.3 All Stock and Assets Being Acquired......................................... 9 3.4
REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE SHAREHOLDERS. The Sellers and the Shareholders, jointly and severally, (i) represent and warrant that each of the following representations and warranties is true as of the Signing Date and will be true as of the Closing Date, and (ii) agree that such representations and warranties shall survive the Closing.
REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE SHAREHOLDERS. As an inducement to Radiant to enter into this Agreement and to consummate the transactions contemplated hereby, and with the knowledge that they will rely thereon, each of 3Bs, 5Rs, the Budwitz Trust, the Rice Trust and Budwitz and Rice, severally (but not jointly), make the following representations and warranties to Radiant, each of which is true and correct on the date hereof, and shall survive the Closing of the transactions provided for herein for a period of one year following the Closing Date. Representations and warranties with respect to PrysmTech and the PrysmTech Business contained in Sections 4.4 and 4.6 through 4.17 are (i) to the extent made by any of 5Rs, the Rice Trust or Rice, limited solely to the Actual Knowledge (as hereinafter defined) of Rice, and (ii) to the extent made by any of 3Bs, the Budwitz Trust or Budwitz, limited solely to the Actual Knowledge of Budwitz. As used in this Agreement, the term "
REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE SHAREHOLDERS. 11 3.1 Organization and Qualification of the Company 12 3.2 Capitalization 12 3.3 Stock Ownership by Sellers 13 3.4 Authorization; Enforceability 13 3.5 No Conflict; Governmental Consents 13 3.6 Financial Statements and Undisclosed Liabilities 13 3.7 Labor Matters 14 3.8 Absence of Certain Changes or Events 14 3.9 Taxes 15 3.10 Material Contracts 17 3.11 Personal Property; Title to Property; Leases 19 3.12 Condition and Sufficiency of Tangible Assets 19 3.13 Licenses, Permits and Authorizations 20 3.14 Intellectual Property 20 3.15 Litigation; Compliance with Laws 21 3.16 Insurance 21 3.17 Employee Benefit Plans 22 3.18 Transactions with Affiliates 22 3.19 No Brokers or Finders 23 3.20 Accuracy of Information 23 3.21 Receivables; Payables 23 3.22 Environmental 23 3.23 Restrictions on Business Activities 24 3.24 Internal Controls 24 3.25 Absence of Certain Payments 25 3.26 Bank Accounts 25 3.27 Sellers’ Investment Representations 25
REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE SHAREHOLDERS. The Sellers and the Shareholders, jointly and severally, represent and warrant to the Parent and the Purchaser as follows
REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE SHAREHOLDERS. Seller and the Shareholders jointly and severally represent and warrant to Buyer as of the date of this Agreement and 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) as set forth in this Article IV.
REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE SHAREHOLDERS. The Sellers and the Shareholders, jointly and severally, hereby represent, warrant, covenant and agree to and with the Purchaser as follows (the "Representations and Warranties"):
