REPRESENTATIONS AND WARRANTIES REGARDING SELLER AND THE COMPANY. Except as otherwise set forth on the Schedules or in any documents referred to in the Schedules, Seller hereby represents and warrants to Buyer, as of the date hereof, as follows:
REPRESENTATIONS AND WARRANTIES REGARDING SELLER AND THE COMPANY. Seller represents and warrants to Buyer that the statements contained in this Article III are correct and complete as of the date of this Agreement, except as set forth in the disclosure schedule delivered by Seller to Buyer (the "Disclosure Schedule") and as of the Closing Date (or as of such other date as may be expressly provided in any representation or warranty).
REPRESENTATIONS AND WARRANTIES REGARDING SELLER AND THE COMPANY. Except as set forth in the written disclosure schedule prepared by Seller and delivered to Buyer (the “Seller’s Disclosure Schedule”), Seller hereby represents and warrants to Buyer that all of the statements contained in this Section 3 are true and correct as of the date of this Agreement (or, if made as of a different specified date, as of such date). Each exception set forth in the Seller’s Disclosure Schedule and each other response to this Agreement set forth in the Seller’s Disclosure Schedule is identified by reference to, or has been grouped under a heading referring to, a specific individual section of this Agreement and shall be deemed to have been disclosed for all purposes of this Agreement in response to every other representation or warranty in this Agreement to which it is reasonably apparent such disclosure is applicable. The inclusion of any matter, information or item in the Seller’s Disclosure Schedule shall not be deemed to constitute an admission of any liability by the Seller to any third party or otherwise imply that any such matter, information or item is material or creates a measure for materiality for the purposes of this Agreement.
REPRESENTATIONS AND WARRANTIES REGARDING SELLER AND THE COMPANY. Except as disclosed in this Agreement (including the Disclosure Letter), Seller hereby represents and warrants to Buyer as follows:
REPRESENTATIONS AND WARRANTIES REGARDING SELLER AND THE COMPANY. Subject to such exceptions as are set forth in the appropriate section, subsection or subclause of the disclosure schedule supplied by Seller to Purchaser on the date hereof (the “Disclosure Schedule”) or in any other section, subsection or subclause of the Disclosure Schedule if the relevance of such disclosure to such other section, subsection or subclause of this Section 3 is reasonably apparent on the face of such disclosure without reference to the documents referenced therein, Seller hereby represents and warrants to Purchaser as of the date hereof as follows:
REPRESENTATIONS AND WARRANTIES REGARDING SELLER AND THE COMPANY. In order to induce Xxxxx to enter into and perform this Agreement and to consummate the Contemplated Transactions, Seller hereby represents and warrants to Buyer as follows as of the Closing (unless a different date is referenced herein):
REPRESENTATIONS AND WARRANTIES REGARDING SELLER AND THE COMPANY. Each representation and warranty contained in this ARTICLE III is qualified by disclosures made in the Seller Disclosure Schedules, subject to Section 10.15. Except with respect to matters set forth in the Seller Disclosure Schedules, Schedule III of which corresponds to this ARTICLE III, Seller hereby represents and warrants to Buyer, as of the Effective Date and as of the Closing Date, on behalf of itself and on behalf of the Company, as follows:
REPRESENTATIONS AND WARRANTIES REGARDING SELLER AND THE COMPANY. 21 4.1 Organization, Good Standing, Qualification and Power 21 4.2 Authority; Execution and Delivery; Enforceability 22 4.3 No Conflicts; Consents 22 4.4 Capitalization; Subsidiaries 23 4.5 Financial Statements 23 4.6 Personal Property 24 4.7 Real Property 24 4.8 Intellectual Property 27 4.9 Material Contracts 28 4.10 Permits 29 4.11 Taxes 30 4.12 Proceedings 31 4.13 Benefit Plans 31 4.14 Employee and Labor Matters 32 4.15 Absence of Changes or Events 33 4.16 Compliance with Laws 34 4.17 Environmental Matters 34 4.18 Potential Conflicts of Interest; Affiliate Contracts 35 4.19 Insurance 36 4.20 Brokers 36 4.21 Information Technology; Security and Privacy 36
