REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS AND THE COMPANIES. Except as specifically set forth in the disclosure letter provided by the Shareholders and the Company to DoveBid simultaneously with the signing of this Agreement, dated as of the date of this Agreement (the "Company Disclosure Letter"), the parts of which are numbered to correspond to the sections of this Agreement, each of the Shareholders hereby jointly and severally represent and warrant to DoveBid as follows:
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS AND THE COMPANIES. As an inducement to Buyer to execute and deliver this Agreement, except as set forth in the correspondingly numbered section of the Disclosure Schedule, the Companies, jointly and severally, and each Shareholder, severally, make the following representations and warranties to Buyer, each of which is true and correct on the date hereof, shall remain true and correct through and including the Closing Date with reference to the facts and circumstances then existing and shall survive the consummation of the transactions contemplated hereby; provided, however, to the extent the representations and warranties set forth Section 3(b) (Shareholders), Section 3(c) (Authority) and Section 3(z) (Securities) relate to Shareholders, each Shareholder makes such representations and warranty only as to itself.
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS AND THE COMPANIES. The Shareholders and the Companies hereby, jointly and severally, represent and warrant to the PRGX Parties as follows:
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS AND THE COMPANIES. 10 4.1 Corporate Status ...................................... 10 4.2
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS AND THE COMPANIES. The following representations and warranties shall apply to the Companies and the Subsidiaries (as hereafter defined) as of the date of this Agreement and to each Shareholder as of the Closing Date. The Companies represent and warrant to Buyer that the statements contained in this Article 3, except as set forth in each of the Disclosure Schedules, 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 Article 3. The Shareholders represent and warrant to Buyer that the statements contained in Article 3 and Article 4, except as set forth in each of the Disclosure Schedules, 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 Article 3 and Article 4). For purposes of this Agreement, all representations and warranties of the Companies or with respect to the Businesses shall be deemed to include the business of Elumina UK as conducted prior to the formation of Elumina UK. The mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made in this Agreement unless (a) the representation or warranty has to do with the existence of the document or other item itself or (b) the Disclosure Schedule identifies the exception with particularity (such as with a cross-reference to a section in a disclosed agreement) and summarizes the relevant facts in reasonable detail. Wherever a representation or warranty in this Agreement is qualified as having been made “to the best of the Companies’ or the Shareholders’ Knowledge,” such phrase shall mean the knowledge of any officer or director of either Elumina Spain, Elumina UK, GP UK or GP Ads or one or both Shareholders, after reasonable inquiry.
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS AND THE COMPANIES. .. 2 Section 2.1 Ownership of the Shares; Equity Capital Structure...................................... 2 Section 2.2 Organization; Good Standing............................................................ 3 Section 2.3 Authorization.......................................................................... 3 Section 2.4
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS AND THE COMPANIES. The Shareholders and the Companies jointly and severally represent and warrant to, and agree with the Buyer that, except as set forth on the Schedule of Exceptions furnished to the Buyer and attached hereto as Annex B, specifically identifying the relevant subparagraph(s) hereof:
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS AND THE COMPANIES. As a material inducement to Kellxxxxx xx enter into this Agreement and to consummate the transactions contemplated hereby, the Shareholders and the Companies, jointly and severally, make the following representations and warranties to Kellxxxxx:
