REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SELLER. The Seller hereby represents and warrants that, as of the Closing Date:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SELLER. Except with respect to representations or warranties expressly made as of a specified date, the Seller represents and warrant to the Buyer as of the date hereof as follows:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SELLER. Seller represents and warrants to Buyer as follows:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SELLER. MTI AND THE PARENT Except as set forth in the schedules being delivered by the Seller to the Buyer (the "Seller Schedules," and each, a "Seller Schedule"), the Seller, with respect to itself, the Business, and the Seller Assets; MTI, with respect to itself and the MTI Assets, and only as set forth in Sections 3.1, 3.2, 3.3, 3.6, 3.8, 3.11 and 3.16; and the Parent, with respect to itself and only as set forth in Sections 3.1, 3.2, 3.3, 3.8 and 3.16, represent and warrant to the Buyer as follows:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SELLER. As a material inducement to Buyer to enter into and perform its obligations under this Agreement, the Seller hereby represents and warrants to Buyer, as of the date hereof and as of the Closing, that:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SELLER. The Seller represents and warrants to the Buyer as of the Agreement Date and as of the Closing Date, except as set forth in the Disclosure Schedules, as follows:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SELLER. The Seller hereby represents and warrants to, and agrees with, the Purchaser, as of the date hereof and as of the Closing Date, as follows:
2.1.1 Such Seller is a limited corporation, duly formed, validly existing and in good standing under the laws of its jurisdiction of formation and has the power to carry on its business as it is now being conducted and to enter into this Agreement and consummate the transactions contemplated by this Agreement.
2.1.2 The execution, delivery and performance by such Seller of this Agreement and the consummation of the transactions contemplated hereby are within the power and authority of such Seller and have been duly authorized by all necessary action on the part of such Seller. The execution, delivery and performance by such Seller of this Agreement and the consummation of the transactions contemplated hereby require no approval of, filing with, or other action by such Seller, by or in respect of, any governmental body, agency or official or any other person, other than any filings by such Seller or its affiliates required to be made after the Closing Date under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
2.1.3 This Agreement has been (a) duly executed and delivered by such Seller and (b) assuming the due authorization, execution and delivery of this Agreement by the Purchaser, constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as the enforceability hereof may be limited by (i) applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect which affect the enforcement of creditors’ rights generally or (ii) general principles of equity, whether considered in a proceeding at law or in equity.
2.1.4 Neither the execution and the delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) violate in a material respect any statute, regulation, rule, judgment, order or other restriction of any government, governmental agency or court to which such Seller is subject; (b) result in a material breach of, or constitute a default under, any agreement, contract, lease, license or instrument to which such Seller is a party or by which such Seller is bound; or (c) conflict with or result in any breach of any provision of the partnership agreement of such Seller.
2.1.5 Such Seller (a) is the sole record and beneficial owner of each of the Purchased Shares set forth ...
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SELLER. Except as set forth in the Company Disclosure Schedule accompanying this Agreement (subject to Section 8.06), the Seller, and, solely with respect to Section 4.02 and Section 4.04, Parent, represent and warrant to the Buyer as follows as of the date hereof and as of the Closing (except with respect to any representation or warranty which speaks as to a particular date, in which case such representation and warranty is given only as of such date):
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SELLER. The Selling Companies, jointly and severally, represent and warrant to the Buyer Parties as follows:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SELLER. The Seller hereby represents and warrants to the Purchaser, as of the Execution Date and the Closing Date, as follows; provided that any representation and warranty set forth in this Section 3.01 and expressly stated to be made only as of a specified date shall be made solely as of such date:
