Representations and Warranties Regarding the Purchaser. The Purchaser hereby represents and warrants to the Seller as follows:
Representations and Warranties Regarding the Purchaser. The Purchaser represents, warrants and covenants to the Seller that as of each Closing Date:
Representations and Warranties Regarding the Purchaser. The Purchaser represents, warrants and covenants to the Seller that as of the date hereof and as of each Closing Date that the execution, delivery and performance by the Purchaser of this Agreement has been duly and validly authorized by all necessary corporate action. This Agreement constitutes a legal, valid and enforceable obligation of the Purchaser.
Representations and Warranties Regarding the Purchaser. The Purchaser represents and warrants to the Shareholders and the Company as follows and acknowledges that the Shareholders and the Company are relying on these representations and warranties in connection with the sale by the Shareholders of the Purchased Shares and the Transaction:
Representations and Warranties Regarding the Purchaser. As a material inducement to the Seller to enter into this Agreement and to sell the Company Shares to the Purchaser in accordance with the terms hereof, the Purchaser hereby represents and warrants to the Seller as follows:
Representations and Warranties Regarding the Purchaser. (i) The representations and warranties regarding the Purchaser contained in Article IV (other than the Purchaser Fundamental Representations), when read without any qualifications relating to “materiality,” or “Material Adverse Effect,” shall be true and correct in all material respects on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects as of such specified date), and (ii) the Purchaser Fundamental Representations shall be true and correct in all respects on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all respects as of such specified date).
Representations and Warranties Regarding the Purchaser. Except as set forth in the disclosure schedules delivered by the Purchaser to the Company on the Agreement Date (the “Purchaser Disclosure Schedules”), the Purchaser hereby represents and warrants to the Company and the Owners as of the Agreement Dxxx.xx follows:
Representations and Warranties Regarding the Purchaser. 12 Section 2.1 Organization and Qualification................................................................12 Section 2.2 Authority and Absence of Conflict.............................................................12 Section 2.3 Approvals.....................................................................................13 Section 2.4
Representations and Warranties Regarding the Purchaser. The Purchaser (i) represents and warrants to the Counsel Entities and the Company as follows as of November 8, 1998 and (ii) represents and warrants to the Counsel Entities and the Company that all of the following representations and warranties are true and correct in all material respects (other than representations and warranties which are qualified in any respect as to materiality, which representations and warranties are true and correct in all respects) on the date hereof (except for representations and warranties made as of November 8, 1998 or on an earlier specified date, which shall be measured only as of November 8, 1998 or such other specified date):
Representations and Warranties Regarding the Purchaser. Except for purposes of Article XI, no representation or warranty of the Purchaser contained in this Article V (other than (i) the representations and warranties contained in Section 5.2, which shall be true and correct in all respects other than to a de minimis extent and (ii) the representations and warranties contained in Sections 5.1 and 5.8 which shall be true and correct in all material respects) will be deemed untrue, and the Purchaser will not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, event or circumstance unless such fact, circumstance or event, individually or taken together with all other facts, events or circumstances inconsistent with any representation or warranty contained in Article V, has had or is reasonably likely to have a Material Adverse Effect with respect to the Purchaser (disregarding for these purposes all qualifications or limitations set forth in any representations or warranties as to “materiality,” “Material Adverse Effect” and words of similar import). Except: (i) as disclosed in, and reasonably apparent from, any of the Purchaser Reports filed with the SEC on or after December 31, 2007 but prior to the date of this Agreement (excluding any disclosures set forth in any risk factor section and in any section relating to forward-looking, safe harbor or similar statements or to any other disclosures in such Purchaser Reports to the extent they are cautionary, predictive or forward-looking in nature); or (ii) as disclosed in the like-numbered section of the disclosure schedule delivered by the Purchaser to the Bank contemporaneously with the execution of this Agreement (the “Purchaser Disclosure Schedule”, it being agreed that, except as otherwise provided in the Purchaser Disclosure Schedule, disclosure of any item in any section of the Purchaser Disclosure Schedule shall also be deemed disclosure with respect to any other section of Article V to the extent the relevance of such item to another section of Article V is reasonably apparent on its face), the Purchaser represents and warrants to the Sellers as follows:
