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. 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. Except as set forth in the disclosure schedules accompanying this Agreement (collectively, the “Disclosure Schedule”), each of the Sellers, solely with respect to such Seller, severally, but not jointly, represents and warrants to the Buyer as follows:
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. 22 Section 3.1 Organization; Standing and Power 22 Section 3.2 Authorization; Enforceability 23 Section 3.3 Non-contravention 23 Section 3.4 No Consents 23 Section 3.5 Ownership of the Shares 24 Section 3.6 Litigation 24 Section 3.7 Financial Advisors 24 Section 3.8 Investment Intent; Qualification as Purchaser 24 Section 3.9 Restrictive Legend 25 ARTICLE IV REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY 25 Section 4.1 Organization; Standing and Power 26 Section 4.2 Authorization; Enforceability 26 Section 4.3 Non-contravention 26 Section 4.4 No Consents 27 Section 4.5 Capitalization 27 Section 4.6 Personal Property 29 Section 4.7 Real Property 29 Section 4.8 Subsidiaries 29 Section 4.9 Absence of Questionable Payments 30 Section 4.10 Financial Statements; Books and Records 30 Section 4.11 No Undisclosed Liabilities 31 Section 4.12 Absence of Certain Developments 31 Section 4.13 Taxes 31 Section 4.14 Intellectual Property 33 Section 4.15 Material Contracts 34 Section 4.16 Employee Benefit Plans 37 Section 4.17 Labor 38 Section 4.18 Litigation 41 Section 4.19 Compliance with Laws; Orders; Permits 41 Section 4.20 Insurance 42 Section 4.21 Related Party Transactions 42 Section 4.22 Accounts Receivable 43 Section 4.23 Financial Advisors 43 Section 4.24 Environmental Matters 43 Section 4.25 Sufficiency of Assets 44 Section 4.26 Customers 44 Section 4.27 Confidential Student Information; FERPA 44 Section 4.28 Disclosure 44 ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 45 Section 5.1 Organization and Good Standing 45 Section 5.2 Authorization; Enforceability 45 Section 5.3 Conflicts; Consents of Third Parties 45 Section 5.4 Valid Issuance of Purchaser Shares 46 Section 5.5 Litigation 46 Section 5.6 Financial Advisors 46 Section 5.7 Capitalization of Purchaser 46 ARTICLE VI COVENANTS AND AGREEMENTS 46 Section 6.1 Access and Information 47 Section 6.2 Covenants of the Company Relating to Conduct of Business 47 Section 6.3 Notification of Certain Matters 50 Section 6.4 Exclusivity 50 Section 6.5 Confidentiality Agreement 51 Section 6.6 Tax Matters 51 Section 6.7 Non-Competition and Non-Solicitation 53 Section 6.8 Confidentiality 54 Section 6.9 Insurance 55 Section 6.10 Consents; Further Assurances 55 Section 6.11 Business Communications; Litigation Cooperation 56 Section 6.12 Antitrust Approvals 56 Section 6.13 Delivery of Schedules 57 Section 6.14 R&W Insurance Policy 58 Section 6.15 Code Section 280G Approval 58 Section 6.16 Conversion to Merge...
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. Each Seller hereby represent and warrant to the Purchaser, severally, as of the date hereof, that:
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:
