REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY AND ITS SUBSIDIARIES. Seller hereby represents and warrants to Buyer as of the Execution Date as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY AND ITS SUBSIDIARIES. Except as set forth in the corresponding sections of the disclosure letter delivered to Purchaser on or prior to entering into this Agreement (the “Seller Disclosure Letter”) (it being agreed that disclosure of any item in any part of the Seller Disclosure Letter shall be deemed disclosure with respect to any other part to which the relevance of such item is reasonably apparent) or as set forth in the Financial Statements, Seller hereby represents and warrants to Purchaser that as of the date hereof and as of the Closing:
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY AND ITS SUBSIDIARIES. Except as set forth in the Company Disclosure Schedules, the Company represents and warrants to the Buyer Parties as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY AND ITS SUBSIDIARIES. The Company represents and warrants to the Buyer as of the date hereof and as of the Closing Date (except to the extent such representations and warranties specifically relate to an earlier date), except as set forth in the Disclosure Letter, as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY AND ITS SUBSIDIARIES. Each Seller hereby makes the representations and warranties set forth in this Article III to Purchaser. The Shareholder Sellers have delivered to Purchaser the disclosure schedule simultaneously with the execution of this Agreement (the “Disclosure Schedule”). The disclosures in the Disclosure Schedule relate only to the representations and warranties in the section of the Agreement to which they expressly relate and not to any other representation or warranty in this Agreement provided, however, that any information disclosed in the Disclosure Schedule under any section shall be deemed to be disclosed and incorporated into any other section under the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure. In the event of any inconsistency between the statements in the body of this Agreement and those in the Disclosure Schedule (other than a disclosure expressly set forth as such in the Disclosure Schedule with respect to a specifically identified representation or warranty or any representation or warranty where its disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure), the statements in the body of this Agreement will control.
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY AND ITS SUBSIDIARIES. As a material inducement to the Buyer to enter into and perform its obligations under this Agreement, each Seller and the Company hereby represent and warrant to the Buyer (a) except as specifically set forth in the Initial Disclosure Schedule, as of (except as otherwise provided herein) the Effective Date, and (b) subject to Sections 6.9(d) and (e), except as shall be specifically set forth in the Closing Disclosure Schedule, as of the Closing Date (except as otherwise provided herein), as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY AND ITS SUBSIDIARIES. The Company (on behalf of itself and its Subsidiaries) represents and warrants to Buyer as of the Effective Date as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY AND ITS SUBSIDIARIES. 16 Section 3.1. Organization; Authorization; Subsidiaries. 16 Section 3.2. Absence of Restrictions and Conflicts. 18 Section 3.3. Brokers, Finders and Investment Bankers. 19 Section 3.4. Facilities; Real Property. 19 Section 3.5. Title to Assets; Related Matters. 20 Section 3.6. Financial Statements. 21 Section 3.7. No Undisclosed Liabilities. 22 Section 3.8. Absence of Certain Changes. 22 Section 3.9. Legal Proceedings. 23 Section 3.10. Compliance with Laws. 23 Section 3.11. Contracts. 24 Section 3.12. Contributed Financing Contracts. 26 Section 3.13. New Financing Contracts. 29 Section 3.14. Terms of Contributed Financing Contracts and New Financing Contracts. 31 Section 3.15. Insurance Policies. 33 Section 3.16. Environmental, Health and Safety Matters. 34 Section 3.17. Intellectual Property. 35 Section 3.18. Transactions with Affiliates. 36 Section 3.19. Intentionally Omitted. 36 Section 3.20. Vendor/Dealer Relations. 36 Section 3.21. Employee and Labor Matters. 37 Section 3.22. Permits 39 Section 3.23. Accounts Receivable and Accounts Payable. 39 Section 3.24. Taxes. 40 Section 3.25. Ethical Practices. 42 Section 3.26. Contribution Agreement. 42 Section 3.27. Sub-Servicing Arrangement. 42 Section 3.28. Solvency, Etc. 42 Section 3.29. Insurance Subsidiary 43 Section 3.30. Protection of Customer Information. 44 Section 3.31. Offer and Sale. 44 Section 3.32. Credit Policies and Procedures. 44 Section 3.33. Origination Parameters. 44 Section 3.34. Officers and Directors. 45 Section 3.35. Disclosure. 45
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY AND ITS SUBSIDIARIES. To induce Purchaser to enter into this Agreement, the Shareholders jointly and severally represent and warrant to Purchaser, except as otherwise disclosed in the Disclosure Schedule, as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY AND ITS SUBSIDIARIES. Subject to the exceptions set forth in a numbered section of the schedules to this Agreement (the “Disclosure Schedules”) referencing a representation or warranty herein (each of which exceptions, in order to be effective, shall indicate the section and, if applicable, the subsection of this Article IV to which it relates, and each of which exceptions shall also be deemed to be representations and warranties made by the Company and Seller under this Article IV), the Company and Seller, jointly and severally, represent and warrant to Purchaser as follows:
