REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS AND THE COMPANY. Each Stockholder represents and warrants to Parent and Merger Sub as to such Stockholder, jointly and severally, and in the case of Section 2.1, Section 2.2 and Section 2.6, the Company represents and warrants to Parent and Merger Sub as to the Company, that:
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS AND THE COMPANY. The Stockholders, on a several but not joint basis, and the Company represent and warrant to the Buyer that the statements contained in this Article II are true and correct, except as set forth in the disclosure schedule provided by the Company to the Buyer no later than thirty (30) days following the date of this Agreement (the “Company Disclosure Schedule”). Except for the representations and warranties contained in Sections 2.1, 2.2, 2.3 and 2.4, which are made (subject only to the specific exceptions set forth below) without qualification, all of the other representations and warranties of the Company Stockholder contained in this Article II are made “to the knowledge” of the Company or “to the knowledge” of the Stockholders. For purposes of this Article II, the phrase “to the knowledge” or any phrase of similar import shall be deemed to refer to the actual knowledge of the Stockholders, after due inquiry, and acting in his capacity as a stockholder, executive officer and director of the Company. The Company Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article II; and to the extent that it is clear from the context thereof that such disclosure also applies to any other numbered paragraph contained in this Article II, the disclosures in any numbered paragraph of the Disclosure Schedule shall qualify such other corresponding numbered paragraph in this Article II.
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS AND THE COMPANY. Each of the Company and each Stockholder (each, a “Representing Party”) hereby severally, but not jointly, represents and warrants to each other Representing Party as follows:
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS AND THE COMPANY. To induce Purchaser to enter into this Agreement and consummate the transactions contemplated hereby, each of the Stockholders and the Company, jointly and severally, represent and warrant to Purchaser as follows (for purposes of this Agreement, the phrases "knowledge of the Company" or the "Company's knowledge," or words of similar import, mean the knowledge of the Stockholders and the other directors and officers of the Company, including facts of which the directors and officers, in the reasonably prudent exercise of their duties, should be aware):
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS AND THE COMPANY. The Stockholders and the Company represent and warrant to Industrialex as of the date of this Agreement as follows:
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS AND THE COMPANY. The Stockholders and the Company represent and warrant to Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS AND THE COMPANY. 4 3.1 Due Organization.............................................................. 4 3.2
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS AND THE COMPANY. As an inducement to the Parent to enter into this Agreement and to consummate the transactions contemplated hereby, and except as set forth in the Disclosure Schedule provided by Stockholders to the Parent on the date hereof and accepted in writing by the Parent (the “Disclosure Schedule”), each Stockholder, jointly and severally together with the other Stockholders and the Company, hereby represents and warrants to and agrees with the Parent with respect to the Shares listed next to the name of such Stockholder on Schedule A hereto that:
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS AND THE COMPANY. The Stockholders and the Company, jointly and severally, (except with respect to Section 4.3 as it pertains to the legal capacity and actions of the Stockholders, in which case the Stockholders severally, and not jointly) represent and warrant to the Purchaser as of the date hereof and as of the Closing Date, except as set forth in the Schedules delivered by the Stockholders and the Company to the Purchaser on the date hereof, as follows:
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS AND THE COMPANY. 2 3.1 Existence, Good Standing, Corporate Authority, Compliance With Law......2 3.2 Authorization, Validity, and Effect of Agreements.......................3 3.3 Capitalization; No Liens on Shares......................................3 3.4
