REPRESENTATIONS AND WARRANTIES OF THE TARGET COMPANY. Except as set forth in the correspondingly numbered Section of the Disclosure Schedules, Target Company represents and warrants to Holdings and Buyer that the statements contained in this Article III about Target Company are true and correct as of the date hereof. For the avoidance of doubt, Target Company may submit Disclosure Schedules with respect to any section in Article III, regardless of that absence of a specific reference to applicable exceptions and applicable Disclosure Schedules in the specific sections in this Article III. Unless the context otherwise requires, references to the “Target Company” in this Article III shall be deemed to refer to the Target Company and its Subsidiaries.
REPRESENTATIONS AND WARRANTIES OF THE TARGET COMPANY. 8 - 3.1 Organization and Qualification of the Target Company - 9 -
REPRESENTATIONS AND WARRANTIES OF THE TARGET COMPANY. The Target Company represents and warrants to the Purchaser as set forth below. These representations and warranties are made as an inducement for the Purchaser to enter into this Agreement and, but for the making of such representations and warranties and their accuracy, the Purchaser would not be a party hereto.
REPRESENTATIONS AND WARRANTIES OF THE TARGET COMPANY. Except as set forth in the Company Disclosure Schedules (each of which qualifies the correspondingly numbered representation, warranty or covenant if specified therein, provided that the information set forth in one section of the Company Disclosure Schedules shall be deemed to apply to all other sections or subsections thereof to the extent that the applicability of such information to such other sections or subsections is reasonably apparent on its face), the Target Company represents and warrants to VIH, as of the date hereof and as of the Closing, as follows:
REPRESENTATIONS AND WARRANTIES OF THE TARGET COMPANY. Each of the representations and warranties of the Target Company contained in Article IV (disregarding any limitations as to materiality, “material adverse effect” or Company Material Adverse Effect or any similar limitation set forth therein) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as if made on such dates (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties need only to be so true and correct as of such specific date), except where the failures of such representations and warranties to be true and correct have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; provided that each of the Target Company Fundamental Representations (other than the representations and warranties of the Target Company contained in Section 4.2(a), Section 4.2(b) and Section 4.2(c) (Capital Structure; Subsidiaries)) (disregarding any limitations as to materiality, “material adverse effect” or Company Material Adverse Effect or any similar limitation set forth therein) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as if made on such dates (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties need only to be so true and correct as of such specific date); provided, further, that each of the representations and warranties of the Target Company contained in the final sentence of Section 4.2(a) and Section 4.2(b) and Section 4.2(c) (Capital Structure; Subsidiaries) and Section 4.5(b)(ii) (Absence of Changes) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as if made on such dates; provided, further, that the representations and warranties of the Target Company contained in the first three sentences of Section 4.2(a) (Capital Structure; Subsidiaries) shall be true and correct in all but de minimis respects as of the date of this Agreement and as of the Closing Date as if made on such dates.
REPRESENTATIONS AND WARRANTIES OF THE TARGET COMPANY. Except as set forth in the correspondingly numbered Section of the Disclosure Schedules, Target Company represents and warrants to Holdings that the statements contained in this Article III about Target Company are true and correct as of the date hereof. Notwithstanding the foregoing, Target Company shall have the right to amend, modify or otherwise revise the scope and content of any and all representations and warranties detailed in this Article so to make them true, correct and complete in all respects (the “Amended Representations and Warranties”). The representations and warranties set forth in this Article III in effect on the date hereof shall be amended, substituted and replaced in their entirety by the Amended Representations and Warranties and the original representations and warranties herein shall not be the basis for any claim, default, breach or indemnification, subject to the limited termination right set forth in Section 5.13 herein upon the inclusion of a fact, circumstance or occurrence that could reasonably be expected to result in a Material Adverse Effect on Target Company. For the avoidance of doubt, Target Company may submit Disclosure Schedules with respect to any section in Article III, regardless of that absence of a specific reference to applicable exceptions and applicable Disclosure Schedules in the specific sections in this Article III. Unless the context otherwise requires, references to the “Target Company” in this Article III shall be deemed to refer to the Target Company and its Subsidiaries.
REPRESENTATIONS AND WARRANTIES OF THE TARGET COMPANY. Except as set forth in the disclosure memorandum, the parts of which are numbered to correspond to the section numbers of this Agreement, delivered by the Target Company to Parent on or prior to the date hereof (the "Target Company Disclosure Memorandum"), the Target Company represents and warrants to Parent and Merger Sub as follows:
REPRESENTATIONS AND WARRANTIES OF THE TARGET COMPANY. As an inducement to Buyer to enter into this Agreement, the Seller Party, the Target Company, and HDGLV), jointly and severally, hereby make the representations and warranties set forth below in this Article 4 and hereby acknowledge and agree that each representation and warranty made with respect to the Target Company shall be treated as also being made with respect to HDGLV in the same manner as if said provision had been repeated with “the Target Company” having been replaced with “HDGLV”:
REPRESENTATIONS AND WARRANTIES OF THE TARGET COMPANY. The Target Company, the Shareholder and Mx. Xxxx Hau Kong pledged jointly and severally on the Signing Day and the Closing Day:
REPRESENTATIONS AND WARRANTIES OF THE TARGET COMPANY
