REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLERS Sample Clauses

REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLERS. Each Seller, severally and not jointly, hereby represents and warrants to Buyer as follows:

REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLERS. Except as disclosed in the Disclosure Schedules, each Seller hereby severally (and not jointly and severally) represents and warrants to the Purchaser, as to itself, as of the date hereof, as follows:

REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLERS. Unless otherwise specified below, each Seller, severally, on behalf of such Seller (and no other Seller), hereby represents and warrants to Buyer as of the date hereof that:

REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLERS. Each of the Sellers, severally, but not jointly, and solely with respect to such Seller, represents and warrants to the Buyer that each statement contained in this Article III as it applies to such Seller is true and correct as of the date hereof (and on the Closing Date to the extent specifically provided in Section 7.1(a)), except as set forth in the disclosure schedules accompanying this Agreement (collectively, the “Disclosure Schedule”):

REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLERS. Each Seller severally (and in respect of himself, herself or itself only) represents and warrants to the Buyer as follows:

REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLERS. 2.1 Power and Authorization; Enforceability 6 2.2 No Violation or Conflict; Consents 6 2.3 Ownership 7 2.4 Legal Proceedings; Judgments 7 2.5 Brokers 7 ARTICLE 3 REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY 3.1 Organization and Good Standing 8 3.2 Power and Authorization; Enforceability 8 3.3 No Violation or Conflict; Consents 8 3.4 Capitalization and Related Matters 9 3.5 Subsidiaries; Investments 10 3.6 Compliance with Laws 11 3.7 Litigation 12 3.8 Financial Statements 12 3.9 Liabilities 13 3.10 Absence of Certain Changes and Events 14 3.11 Real Property 15 3.12 Material Contracts 18 3.13 Insurance; Warranty Coverage 20 3.14 Permits; Intellectual Property 21 3.15 Employees 22 3.16 Employee Benefits 23 3.17 Environmental Matters 26 3.18 Tax Matters 27 3.19 Related Party Transactions 30 3.20 Brokers 30 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF BUYER 31 4.1 Organization and Good Standing 31 4.2 Power and Authorization; Enforceability 31 4.3 No Violation or Conflict 31 4.4 Brokers 32 4.5 Investment 32 4.6 Available Funds 32 4.7 No Other Representations or Warranties 32 ARTICLE 5 CERTAIN COVENANTS OF THE PARTIES 32 5.1 Efforts 32 5.2 Conduct of the Business by Sellers and the Company 33 5.3 Access to Information 36 5.4 Public Announcements 37 5.5 Tax Matters 37 5.6 Exclusivity 40 5.7 Cooperation with Purchaser’s Auditors and SEC Filing Requirements 41 5.8 Company Indebtedness 41 5.9 Non-Compete / Non-Solicitation 43 5.10 Regulatory Matters 44 5.11 Cooperation with Title Insurance 44 5.12 Further Actions 44 ARTICLE 6 CLOSING CONDITIONS 45 6.1 Conditions to Each Party’s Obligation to Effect the Transaction 45 6.2 Conditions to Obligations of Sellers and the Company 45 6.3 Conditions to Obligations of Buyer and Parent 46 6.4 No Waiver 48

REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLERS. The Sellers represent and warrant to the Offeror that (being each Seller severally –and not jointly– liable for the representations and warranties given below):

REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLERS. Each Seller hereby severally represents and warrants, solely with respect to such Seller and the shares of Company Capital Stock held by such Seller, to and for the benefit of Purchaser, as follows:

REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLERS. Except as set forth in the Company 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, solely with respect to itself and not with respect to any other Seller, represents and warrants to Buyer as follows:

REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLERS. 11 2.1 Execution and Delivery; Valid and Binding Agreements 11