REPRESENTATIONS & WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller as follows:
REPRESENTATIONS & WARRANTIES OF BUYER. The Buyer hereby represents and warrants to the other Parties hereto as follows, as of the date hereof and as of the Closing Date (except, to the extent that a representation is expressly made as of a specific date, in which case such representation is, and shall at Closing be, made as at such specified date), and acknowledge that the Current Shareholders are entering into this Agreement in reliance thereon, subject to the disclosures set forth in the Schedule of Exceptions attached hereto as Exhibit D (the “Buyer Schedule of Exceptions”), if any, which disclosures shall be deemed to be part of the representations and warranties made hereunder::
REPRESENTATIONS & WARRANTIES OF BUYER. 14.1 Authority of Buyer 14.2 Absence of Fraud and Misleading Statements 14.3 Litigation 14.4 Financial Condition 14.5 Confidentiality 14.6 Survival
REPRESENTATIONS & WARRANTIES OF BUYER. (a) In order to induce Seller to enter into this Agreement and to consummate the transactions contemplated herein, Buyer represents and warrants to, and covenants with, Seller as follows:
REPRESENTATIONS & WARRANTIES OF BUYER. Buyer represents and warrants to Seller and Stockholders that the following statements are true and correct to the best of its knowledge as of the date hereof and that said statements will be true and correct to the best of its knowledge as of the Closing Date (unless specific reference is made to only one of such dates or to some other date):
REPRESENTATIONS & WARRANTIES OF BUYER. Buyer hereby represents, warrants and declares to and in favor of Seller and Seller Parent as of the date hereof, as follows:
REPRESENTATIONS & WARRANTIES OF BUYER. 27 4.1 Organization and Good Standing 27 4.2 Buyer Authority; No Conflict 27 4.3 CEC Authority; No Conflict 28 4.4 Warrant Shares 29 4.5 Commission Reports 29 4.6 Investment Intent 29 4.7 Certain Actions 29 4.8 Governmental Approvals 29 SECTION 5. CONDITIONS OF BUYER'S OBLIGATIONS TO CLOSE 30 5.1 Agreements and Conditions 30 5.2 Representations and Warranties 30 5.3 No Legal Proceeding 30 5.4 Deliveries 30 5.5 Consents 30 5.6 Financing 30 SECTION 6. CONDITIONS OF STOCKHOLDERS' OBLIGATION TO CLOSE 31 6.1 Agreements and Conditions 31 6.2 Representations and Warranties 31 6.3 Deliveries 31 6.4 No Legal Proceeding 31 SECTION 7. DELIVERIES OF STOCKHOLDERS ON THE CLOSING DATE 31 7.1 Stock Certificates 31 7.2 Appointment 31 7.3 Consents 31 7.4 Possession of Assets 31 7.5 Legal Opinion 32 7.6 Noncompetition Agreement 32 7.7 Employment Agreement 32 7.8 Escrow Agreement 32 7.9 Buyer-Sell Agreement 32 7.10 Form 3 32 7.11 Closing Certificate 32 7.12 Articles of Incorporation 32 7.13 Good Standing Certificate 32 7.14 Secretary Certificate of KBM 32 7.15 Secretary Certificate of KTI 33 7.16 Release of Lien 33 7.17 Payoff Letter 33 7.18 New Trust 33 7.19 Mutual Releases 33 7.20 Financial Statements 33 7.21 Additional Deliveries 33 ii
REPRESENTATIONS & WARRANTIES OF BUYER. 22 14. COVENANTS.................................................................................................24
REPRESENTATIONS & WARRANTIES OF BUYER. As a material inducement to Seller to execute this Agreement and consummate this transaction, Buyer represents and warrants to Seller that:
REPRESENTATIONS & WARRANTIES OF BUYER
