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. 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 Company Disclosure Schedules, the Company represents and warrants to the Buyer Parties as follows:
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 shall be specifically set forth in the Initial Disclosure Schedule, as finally agreed upon pursuant to Section 6.9(b), as of the date hereof, and (b) 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 hereby represents and warrants to Buyer as of the date of this Agreement and as of the Closing Date that, except as set forth on the Disclosure Schedule attached hereto:
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. Except as set forth in the Seller Disclosure Schedule (provided that disclosure of any item in any part of the Seller Disclosure Schedule shall be deemed disclosure with respect to any other part to which the relevance of such item is reasonably apparent and provided further that, for purposes of these representations and warranties as of the Closing Date, other than for purposes of Section 4.2(a), the Seller Disclosure Schedule shall mean the Seller Disclosure Schedule as most recently amended prior to the Closing by Seller pursuant to Section 3.14), Seller hereby represents and warrants to Purchaser that the following representations and warranties are true and accurate in all material respects (that is, any item covered by the representation and warranties which directly or indirectly has a financial impact of more than CHF 50’000) as of the date of this Agreement and as of the Closing Date.
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY AND ITS SUBSIDIARIES. Each Principal Stockholder, jointly and severally, the Company and each Guarantor (severally and solely as to such Guarantor) hereby represents and warrants to Buyer as of the date of this Agreement and as of the Closing Date that, except as set forth in a correspondingly enumerated section of the Disclosure Schedule:
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY AND ITS SUBSIDIARIES. 14 3.1 Organization, Qualification and Corporate Power 14 3.2 Capitalization 14 3.3 Authorization of Transaction 14 3.4 Noncontravention 15 3.5 Subsidiaries 15
