REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES. The Selling Parties jointly and severally represent and warrant to Buyer that:
REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES. As a material inducement to the Buyer to enter into and perform this Agreement, each of the Selling Parties represents and warrants to the Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES. The Selling Parties hereby, jointly and severally, represent and warrant to the Buyer as follows on the date hereof and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES. The Selling Parties individually represent and warrant to the Purchaser that the statements contained in this Section 6 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 6).
(a) Each of the Selling Parties has the power and authority to execute, deliver and perform such Selling Parties obligations under this Agreement and to sell, assign, transfer and deliver to the Purchaser his, her or its respective Sellers Shares, as contemplated hereby. No permit, consent, approval or authorization of, or declaration or registration with any governmental or regulatory authority or consent of any third party is required in connection with the execution and delivery by any of the Selling Parties to this Agreement and the consummation of the transactions contemplated hereby.
(b) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby or compliance with the terms and conditions hereof by any of the Selling Parties will violate or result in a breach of any term or provision of any agreement to which that Selling Party is bound or is a party, or be in conflict with or constitute a default under, or cause the acceleration of the maturity of that Selling Party’s obligations under any existing agreement or violate any order, writ, injunction, decree, statute, rule or regulation applicable to that Selling Party’s or any of the Selling Party’s properties or assets.
(c) This Agreement has been duly and validly executed by each Selling Party, and constitutes the valid and binding obligation of each Selling Party and the Company, enforceable against each Selling Party and the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally or by limitations, on the availability of equitable remedies.
(d) Each of the Sellers Shares are owned beneficially and of record by such Selling Party in the amounts specified on Schedule A and are validly issued and outstanding, fully paid for and non-assessable with no personal liability attaching to the ownership thereof, free and clear of all liens, charges, security interests, encumbrances, claims of others, options, warrants, purchase rights, contracts, commitments, equities or other claims or demands of any...
REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES. The Selling Parties hereby jointly and severally make each of the following representations and warranties:
REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES. Each of the Selling Parties, by virtue of their acceptance of all or any portion of the Merger Consideration or their approval of the Merger as a Shareholder, hereby severally, but not jointly, represent to the Purchaser, as follows:
Section 3.1 [Intentionally omitted]
REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES. Except as set forth in the Disclosure Schedules, each of the Assigning Parties hereby, jointly and severally, represents and warrants to Assignee and I-1TH, as set forth below.
REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES. Each of the Selling Parties, jointly and severally, represents and warrants to PetQuarters and the Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES. Each Selling Party, ----------------------------------------------------- jointly and severally with the other Selling Party, represents and warrants to the Buyer that the statements contained in this (S) 3 are correct and complete as of the date of this Agreement and, with respect to representations and warranties set forth in (S)(S) 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.11, 3.14, 3.16 and 3.17, 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 (S) 3), except as set forth in the disclosure schedule attached to this Agreement (the "Disclosure Schedule"). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this (S) 3.
REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES. Except as set forth in the schedule delivered by Selling Parties to Buyer concurrently with the execution and delivery of this Purchase Agreement and incorporated by reference herein (the “Disclosure Schedule”), each Shareholder and the Company, jointly and severally, in each case as applicable, represents and warrants to Buyer as follows:
