REPRESENTATIONS AND WARRANTIES RELATING TO SELLERS. Each Seller, severally and not jointly, hereby represents and warrants to Purchaser that:
REPRESENTATIONS AND WARRANTIES RELATING TO SELLERS. Each Seller, severally and not jointly, and only as may apply to such individual Seller, represents and warrants to Purchaser:
REPRESENTATIONS AND WARRANTIES RELATING TO SELLERS. Except as disclosed in the Disclosure Schedules, each Seller hereby severally represents and warrants to Buyer as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO SELLERS. Each of the Sellers severally but not jointly represents and warrants to Buyer that the statements contained in this Article IV 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 IV) with respect to such Seller.
REPRESENTATIONS AND WARRANTIES RELATING TO SELLERS. Each Seller makes the representations and warranties set forth in this Article III with respect to each Seller individually, and not with respect to any other Seller. As a material inducement to Buyer’s entering into this Agreement and completing the transactions contemplated by this Agreement and acknowledging that Buyer is entering into this Agreement in reliance upon the representations and warranties of each of the Sellers set forth in this Article III, each Seller hereby represents and warrants to Buyer, that, as of the date hereof and as of the Closing Date (except to the extent such representations and warranties are expressly made as of an earlier date, in which case such representations and warranties are made as of such earlier date) as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO SELLERS. Except as set forth in the Disclosure Schedule, which exceptions or disclosures set forth therein will be deemed to be part of the representations and warranties made under this Agreement, each Seller, severally and not jointly, solely with respect to itself and not with respect to any other Seller, represents and warrants to Buyer as set forth below.
REPRESENTATIONS AND WARRANTIES RELATING TO SELLERS. As a material inducement to Buyer’s entering into this Agreement and completing the transactions contemplated by this Agreement and acknowledging that Buyer is entering into this Agreement in reliance upon the representations and warranties of the Sellers’ Representative in this Article III, Sellers’ Representative, on behalf of itself and the Sellers, hereby represents and warrants to Buyer, that, as of the date hereof and as of the Closing Date (except to the extent such representations and warranties are expressly made as of an earlier date, in which case such representations and warranties are made as of such earlier date) as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO SELLERS. Each Seller represents and warrants to Buyer that the statements contained in this ARTICLE III are true and correct as of the date hereof.
REPRESENTATIONS AND WARRANTIES RELATING TO SELLERS. THE BUSINESS, THE ACQUIRED COMPANIES AND THE TRANSFERRED ASSETS AND LIABILITIES Except as set forth on the Schedules (with the disclosure in any section or subsection of the Schedules being deemed to qualify other sections and subsections of this ARTICLE III to the extent that it is reasonably apparent on the face of such disclosure that such disclosure should qualify or apply to such other sections and subsections), each Seller, hereby represents and warrants to Buyer as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO SELLERS. 32 4.01 Title to and Validity of Partnership Interests 32 4.02 Authority 32 4.03 No Violation 33 4.04 Consents and Approvals 33 4.05 Brokers’, Finders’ Fees, etc. 33 4.06 Disclosure 33 4.07 Disclaimer of Other Representations and Warranties 33 ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER 33 5.01 Organization and Existence 34 5.02 Corporate Authorization 34 5.03 Governmental Authorization; Consents 34 5.04 Non-Contravention 34 5.05 Finders’ Fees 35 5.06 Investment Representations 35 ARTICLE VI ADDITIONAL AGREEMENTS 35 6.01 Confidentiality 35 6.02 Tax Matters 35 6.03 Further Assurances 38 6.04 Seller Releases 38 6.05 Accounts Receivable 39 6.06 Insurance 40 6.07 Terminated Contracts 41 6.08 Sellers’ Net Worth 41 6.09 Software Licenses 41 6.10 Re-Hiring of Terminated Employees 41 6.11 Company’s 2007 Audit 41 6.12 Colorado Springs Location 41 6.13 Sale of Machines 42 6.14 Certain Employee Benefits 42 ARTICLE VII CONDITIONS TO CLOSING 42 7.01 Conditions to the Obligations of Each Party 42 7.02 Conditions to Obligation of Buyer 42 7.03 Conditions to Obligation of Sellers 43 ARTICLE VIII INDEMNIFICATION 43 8.01 Indemnification by Sellers 43 8.02 Limitations on Indemnification by Sellers 44 8.03 Indemnification by Buyer and Newco 45 8.04 Limitations on Indemnification by Buyer and Newco 46 8.05 Notice; Defense of Claims 46 8.06 No Subrogation 48 8.07 Limited Right of Set-Off 48 8.08 Exclusive Remedy 49 8.09 No Punitive Damages 49 8.10 Tax Treatment 49
