REPRESENTATIONS AND WARRANTIES REGARDING PURCHASER. Purchaser hereby represents and warrants to Seller, as of the date hereof, as follows:
REPRESENTATIONS AND WARRANTIES REGARDING PURCHASER. Purchaser hereby represents and warrants to Seller as follows:
REPRESENTATIONS AND WARRANTIES REGARDING PURCHASER. 24 Section 6.1. Organization................................. 24 Section 6.2. Capitalization............................... 24 Section 6.3. Authority Relative to this Agreement......... 24 ARTICLE VII
REPRESENTATIONS AND WARRANTIES REGARDING PURCHASER. Purchaser represents and warrants to Seller that, as of the date of this Agreement and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES REGARDING PURCHASER. To induce Seller to sell the Shares, Purchaser hereby represents and warrants to Seller as follows:
(a) Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to enter into and perform its obligations under this Agreement.
(b) All consents, approvals, authorizations and orders (corporate and otherwise) required to be obtained by Purchaser (or any of its affiliates) for the execution, delivery and performance by Purchaser of this Agreement have been duly and lawfully obtained or will be so obtained prior to the Closing.
(c) This Agreement has been duly executed and delivered by Purchaser and constitutes the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.
(d) The execution, delivery and performance by Purchaser of this Agreement will not (i) cause Purchaser to be in conflict with or result in a breach or violation by Purchaser of any term or provision of, or constitute a default by Purchaser under, any indenture, mortgage, deed of trust, loan or credit agreement, lease, license or other agreement or instrument to which Purchaser is a party or by which Purchaser is bound or affected, (ii) cause Purchaser to violate any Legal Requirement applicable to or binding upon it, or (iii) result in the violation of the provisions of the Certificate of Incorporation or Bylaws of Purchaser.
(e) Purchaser is not relying on any representation or statement by Seller or any of its respective directors, officers, shareholders, agents or representatives regarding the value of the Shares. Purchaser acknowledges and agrees that (x) the Purchase Price may not equal the trading price of Purchaser’s common stock (or the fair market value of the Shares) on the date hereof and (y) after the closing, the value of the Shares may decrease as a result of a number of factors, including without limitation (I) changes in the Purchaser’s business, financial condition, business relationships or prospects or (II) general industry, market or economic conditions.
(f) There is no litigation pending or, to Purchaser’s knowledge, threatened against Purchaser which would prohibit or impair the ability of Purchaser to ac...
REPRESENTATIONS AND WARRANTIES REGARDING PURCHASER. Purchaser represents and warrants to Seller that the following items are true and accurate on as of the date hereof, the Closing Date and as of the date of each Purchases Price Payment
REPRESENTATIONS AND WARRANTIES REGARDING PURCHASER. Except as set forth in the disclosure schedule delivered to Seller prior to the execution of this Agreement (the “Purchaser Disclosure Schedule”), it being agreed that disclosure of any item in any section or subsection of the Purchaser Disclosure Schedule shall also be deemed disclosure with respect to any other section or subsection of this Agreement to which the relevance of such item is reasonably apparent on its face, Purchaser hereby represents and warrants to Seller as follows:
REPRESENTATIONS AND WARRANTIES REGARDING PURCHASER. The Purchaser hereby represents and warrants to the Sellers that each statement contained in this Article V is true, correct and complete as of the date hereof and shall be true, correct and complete as of the Closing.
REPRESENTATIONS AND WARRANTIES REGARDING PURCHASER. Purchaser hereby represents and warrants to the Stockholders as follows:
REPRESENTATIONS AND WARRANTIES REGARDING PURCHASER. Purchaser hereby represents and warrants to Seller that the statements contained in this ARTICLE 4 are true and correct as of the date hereof.
