REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY AND THE SUBSIDIARIES. Subject to the provisions of this Article 4 and the other terms and conditions of this Agreement and the exceptions and matters set forth on the Disclosure Schedules, Seller represents and warrants to Purchaser as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY AND THE SUBSIDIARIES. The Seller and the Company, jointly and severally, represent and warrant to the Buyer that the statements contained in this Article V are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article V), except as set forth in the disclosure schedule delivered by the Seller to the Buyer on the Effective Date (the “Disclosure Schedule”). The Disclosure Schedule shall be arranged in sections and paragraphs corresponding to the numbered and lettered sections and paragraphs contained in this Article V. The disclosures in any section or paragraph of the Disclosure Schedule shall qualify only (a) the corresponding section or paragraph in this Article V and (b) other sections or paragraphs in this Article V to the extent that it is clear from the face of the disclosure that such disclosure also qualifies or applies to such other section or paragraph. Buyer acknowledges that certain historical information presented on a consolidated basis, such as the Financial Statements, may include the Excluded Subsidiaries’ information.
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY AND THE SUBSIDIARIES. 9 Section 5.1. Organization and Qualification..................... 9 Section 5.2. No Conflicts....................................... 9 Section 5.3. Capital Structure.................................. 10 Section 5.4. Subsidiaries....................................... 10 Section 5.5. Compliance with Laws............................... 11 Section 5.6. Litigation......................................... 11 Section 5.7. Financial Statements............................... 11 Section 5.8. Accounts Receivable................................ 12 Section 5.9. Real Property...................................... 12 Section 5.10.
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY AND THE SUBSIDIARIES. Except as otherwise disclosed in the Disclosure Schedule (it being understood that disclosure in one section shall be deemed to be disclosure for any other section as to which the applicability is reasonably apparent from the face of the disclosure), Seller hereby represents and warrants to Buyer as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY AND THE SUBSIDIARIES. Except as set forth in the Schedules attached to this Agreement with specific reference to the representation and warranty to which such exception relates (it being agreed that any matter set forth as an exception to any representation and warranty shall also be deemed to be set forth for purposes of any other representation and warranty to the extent the relevance of such matter to such other representation and warranty would be reasonably apparent without resort to the underlying documents listed therein), Seller and Seller’s Stockholder Representative hereby jointly and severally represent and warrant to Purchaser and Parent, as of the date hereof and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY AND THE SUBSIDIARIES. Subject to the exceptions set forth in the disclosure letter attached hereto (the “Disclosure Letter”) (it being understood that disclosures included in any Schedule of the Disclosure Letter that relate to a specific representation or warranty shall be considered also to be made for purposes of all other Schedules relating to representations and warranties in the Disclosure Letter to the extent that the relevance of any such disclosure to any such Schedule is reasonably apparent on its face), FDS represents and warrants to Purchaser as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY AND THE SUBSIDIARIES. The Company and the Equityholders represent and warrant to Purchaser as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY AND THE SUBSIDIARIES. The Sellers hereby represent and warrant to the Purchasers as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY AND THE SUBSIDIARIES. Section 4.1 Organization of the Company and the Subsidiaries; Authority
Section 4.2 No Violation Section 4.3 Capitalization of the Company Section 4.4 Capitalization of the Subsidiaries Section 4.5 Financial Statements Section 4.6 Absence of Certain Changes Section 4.7 Contracts Section 4.8 Intellectual Property Section 4.9 Litigation Section 4.10 Employee Benefit Plans
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY AND THE SUBSIDIARIES. Except as otherwise disclosed in the Disclosure Schedule (each numbered Schedule of which qualifies only the correspondingly numbered representation, warranty or covenant to the extent specified therein and such other representations, warranties or covenants to the extent a matter in such numbered Schedule is disclosed in such a way as to make its relevance to such other representation, warranty or covenant reasonably apparent), Seller hereby represents and warrants to Buyer as follows:
