REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SELLERS. Each Seller, severally and not jointly with respect to itself and its Purchased Units, represents and warrants to Purchaser that, except as set forth in a Schedule hereto, the statements contained in this Article V are true and correct as of the date of this Agreement and, if the Closing occurs, as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties will be true and correct as of such date (it being understood that the disclosure of an item in one Section of the Schedules shall be deemed to modify and limit both (x) the representations and warranties contained in the Section to which it corresponds in number, and (y) any other representation and warranty of such Seller in this Agreement to which the relevance of such item or exception in such other Section of the Schedules is reasonably apparent):
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SELLERS. As a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated hereby, each Seller, severally and not jointly, represents and warrants to Buyer that:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SELLERS. 5.1. Authorization; Enforceability 30 5.2. Non-Contravention 31 5.3. Governmental Consents 31 5.4. Litigation 31 5.5. Title to Purchased Units 31 5.6. Financial Information 31 5.7. Restrictions 32 5.8. No Broker 32
6.1. Conduct of Business Prior to the Closing 32 6.2. No Shop 34 6.3. Takeover Statutes 35 6.4. Access to Information; Confidentiality; No Transfers 35 6.5. No Public Announcement 36 6.6. Agreements with Members 37 6.7. Further Assurances; Regulatory Approvals 37 6.8. Notifications 39 6.9. Taxes 40 6.10. LLC Agreement 42 6.11. Resignations 43 6.12. Xxxxxxxxxx.xxx Escrow 43 6.13. Employee Matters 44
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SELLERS. Each Seller jointly and severally represents and warrants to Buyers that:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SELLERS. Except as set forth in the Company Disclosure Schedule, each Seller represents and warrants to Purchaser, as of the date hereof, as follows with respect to such Seller:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SELLERS. 5.1. Authorization; Enforceability 30 5.2. Non-Contravention 31 5.3. Governmental Consents 31 5.4. Litigation 31 5.5. Title to Purchased Units 31 5.6. Financial Information 31 5.7. Restrictions 32 5.8. No Broker 32
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SELLERS. Except as set forth in the Sellers’ Disclosure Schedule, each of Sellers represents, warrants and agrees as follow only with respect to itself, himself or itself:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SELLERS. Sellers jointly and severally represent and warrant to Purchaser that the statements contained in this Article IV are correct and complete in all respects as of the date of this Agreement and will be correct and complete in all respects as of the Closing Date (as though made then).
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SELLERS. As a material inducement to Buyer to enter into this Agreement, each Seller severally represents and warrants to Buyer that the statements contained in this Article III are true and correct on the date hereof:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SELLERS. Each Seller represents to Buyer, with respect to such Seller and not with respect to any Seller, as follows:
