REPRESENTATIONS AND WARRANTIES OF THE SELLING COMPANIES. The Selling Companies hereby jointly and severally represent and warrant to Parent and Merger Subs that, except as disclosed by the Selling Companies in the disclosure schedule, dated as of the date of this Agreement and delivered by the Selling Companies to Parent and Merger Subs simultaneously herewith (the “Selling Companies Disclosure Schedule”) with any information or item disclosed in one section of the Selling Companies Disclosure Schedule deemed to be disclosed in all other relevant sections of the Selling Companies Disclosure Schedule without regard to whether an explicit cross-reference is included therein where such disclosure would be appropriate and reasonably apparent; provided that, except as otherwise specifically set forth herein, the Selling Companies are not making any representations and warranties regarding the Spin-Off Entities, the Spin-Off, the transactions contemplated thereby, or the assets, liabilities, businesses and entities included therein; and provided, further that the Spin-Off and the transactions contemplated thereby shall constitute exceptions to the following representations and warranties (other than the representations and warranties contained in Sections 5.13(q) and 5.29) in all respects without any specific references thereto in the Selling Companies Disclosure Schedule:
REPRESENTATIONS AND WARRANTIES OF THE SELLING COMPANIES. 36 Section 5.1 Organization; Standing and Authority................................................... 37 Section 5.2 Capitalization......................................................................... 38 Section 5.3 Subsidiaries........................................................................... 39 Section 5.4 No Conflict; Consents.................................................................. 40 Section 5.5
REPRESENTATIONS AND WARRANTIES OF THE SELLING COMPANIES. The Selling Companies and the Shareholders hereby make the representations and warranties in the following sections of this Article IV to Parent and Newco, except as qualified or supplemented by schedules in the Selling Companies Disclosure Schedule attached hereto. Each such schedule is numbered by reference to representations and warranties in a specific section of this Article IV. The inclusion of any exception, qualification or supplemental disclosure to such Selling Companies Disclosure Schedule shall not be deemed an admission that such item is a material fact, event or circumstance or that such item has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
REPRESENTATIONS AND WARRANTIES OF THE SELLING COMPANIES. The Selling Companies, jointly and severally, hereby represent and warrant to the Purchasers, as of the date hereof and as of the Closing, as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLING COMPANIES. 18 4.01 General Representations and Warranties Relating to the Selling Companies 18 4.03 Disclaimer 26
REPRESENTATIONS AND WARRANTIES OF THE SELLING COMPANIES. The Selling Companies shall ensure that their representations contained in this Agreement over which they have reasonable control are materially true and correct at the Time of Closing (and, for such purposes, a representation or warranty in section 4.02 will be considered materially true and correct unless the change, occurrence, event, violation, inaccuracy, circumstance or effect causing it not to be true and correct constitutes a Material Adverse Effect and, as a result, in order to avoid a duplicating qualification, references to Material Adverse Effect expressed in the representations and warranties set out in section 4.02 will be disregarded for the purposes of this section 6.04).
REPRESENTATIONS AND WARRANTIES OF THE SELLING COMPANIES. In order to induce Buyer to enter into this Agreement and to consummate the transactions contemplated by this Agreement, the Selling Companies jointly and severally represent and warrant to Buyer as follows, which representations and warranties are as of the date hereof and will be as of the Closing Date, true, complete and correct.
