REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COMPANIES. Except as disclosed in the Seller SEC Documents, where the relevance of the information as an exception to (or disclosure for purposes of) a particular representation is reasonably apparent on the face of such disclosure, or in the Seller Disclosure Letter (each section of which qualifies the correspondingly numbered representation, warranty or covenant if specified therein and such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on the face of such disclosure), each of Parent and Seller represents and warrants as follows:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COMPANIES. Sellers hereby jointly and severally represent and warrant to Buyer that the statements contained in this Article 6 are true and correct as of the Effective Date and will be true and correct as of the Closing Date (in each case, except as to such representations and warranties that address matters as of a particular date, which are given only as of such date), except as expressly set forth herein and in the corresponding section of the Disclosure Letter with respect to the representations and warranties of Sellers contained in this Article 6, delivered by Sellers to Buyer herewith (the “Company Disclosure Letter”). The Company Disclosure Letter shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Agreement and the disclosure in any paragraph shall, to the extent reasonably apparent on the face of such disclosure that the matter disclosed is relevant to another paragraph in this Agreement, qualify such other paragraph.
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COMPANIES. The Companies, jointly and severally, hereby represent and warrant to Buyer as follows:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COMPANIES. Each Company represents, warrants and undertakes to the Purchaser that, except as set forth on the Disclosure Schedule: Due Organization. Each Company is a corporation duly organized, validly existing and in good standing under the laws of the Turks and Caicos Islands (a) with full power and authority to own, lease, use, and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. Neither Company has any subsidiaries. The Companies are not qualified to conduct business in any jurisdiction other than the Turks and Caicos Islands, and (b) all actions taken by the current directors and stockholders of the Companies have been valid and in accordance with the laws of the Turks and Caicos Islands and all actions taken by the Companies have been duly authorized by the current directors and stockholders of the Companies as appropriate.
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COMPANIES. Seller hereby represents and warrants to Buyer, as of the date of this Agreement and as of the Closing Date (except for those representations and warranties which address matters only as of a particular date in which case such representations and warranties shall be true, complete and correct in all material respects on and as of such particular date), as follows:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COMPANIES. 11 Section 4.1 Organization 11 Section 4.1-A Authorization; Validity of Agreement 11 Section 4.2 Capitalization 12 Section 4.3 No Violations; Consents and Approvals 12 Section 4.4 Financial Statements 13 Section 4.5 Absence of Certain Changes 13 Section 4.6 Litigation 14 Section 4.7 No Undisclosed Liabilities 14 Section 4.8 Compliance with Law 15 Section 4.9 Technology and Intellectual Property 15
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COMPANIES. Except as set forth in the Disclosure Schedules, each Seller, severally and jointly, represents and warrants to Buyer that the statements contained in this Article 4 are true and correct as of the Effective Date. All Section headings in the Disclosure Schedules correspond to the respective Sections of this Agreement.
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COMPANIES. Each of the Sellers represents and warrants, jointly and severally, to Buyers that the statements contained in this Article III 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 III), except as set forth in the disclosure schedule accompanying this Agreement (the “Disclosure Schedule”). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Article III.
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COMPANIES. Each Company represents, warrants and undertakes to the Purchaser that, except as set forth on the Disclosure Schedule:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COMPANIES. Each of the Seller and Holdings hereby jointly and severally represent and warrant to Buyer that each of the statements contained in this Article IV is true and correct as of the date hereof and will be true and correct as of the Closing Date:
