Seller Parties’ Representations and Warranties. The Seller Parties jointly and severally represent and warrant to Buyer as follows:
Seller Parties’ Representations and Warranties. Each of the Seller Parties, jointly and severally, represents and warrants to Buyers that, as of the date hereof (except to the extent any representation or warranty is made as of another date, which are in such case made as of such other date):
Seller Parties’ Representations and Warranties. Except for the representations and warranties contained in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6 and 4.7 (the “Individual Seller Party Representations”), with respect to which each Seller Party individually represents and warrants to the Buyer the representations made therein as to itself only, the Seller Parties jointly and severally represent and warrant to the Buyer as follows:
Seller Parties’ Representations and Warranties. All representations and warranties of the Seller Parties made herein shall be true, correct and complete in all material respects on and as of the Effective Date and on and as of the Closing Date, as if such representations and warranties were first being made and given as of the Closing Date.
Seller Parties’ Representations and Warranties. As of the date of this Agreement and as of the Closing, the Seller Parties, jointly and severally, represent and warrant to Buyer, as follows, and acknowledge and confirm, that Buyer is relying on these representations and warranties in entering into this Agreement.
Seller Parties’ Representations and Warranties. Penn hereby makes the following representations and warranties to Purchaser as of the date hereof and as of the Closing Date, which representations and warranties shall also be deemed made by the Seller Parties, jointly and severally, upon the Seller Parties’ execution and delivery of the Joinder and as of the Closing Date; provided, however, that notwithstanding the foregoing, Seller shall not make or be deemed to have made the representations and warranties relating to the Business set forth in clause (c)(iv) and (viii), (d), (e) or (f), which representations and warranties are being made solely by Penn and/or Seller Parent:
Seller Parties’ Representations and Warranties. As of the date of this Agreement and as of the Closing Date, each of the Seller Parties, jointly and severally, represent and warrant to FFNM, and acknowledge and confirm, that FFNM is relying on these representations and warranties in entering into this Agreement:
Seller Parties’ Representations and Warranties. As of the date of this Agreement and as of the Effective Time, each of the Seller Parties, jointly and severally, represents and warrants to Buyer and Newco, and acknowledges and confirms, that Buyer and Newco are relying on these representations and warranties in entering into this Agreement the following (except that only Sections 5.1, 5.3 and 5.4 of this Section 5 shall apply to Xxxxx):
Seller Parties’ Representations and Warranties. The Seller Parties, jointly and severally, hereby make the following representations and warranties to Purchaser as of the date hereof and as of the Closing Date:
(a) Organization of Seller. Each Seller Party is duly organized, validly existing and in good standing under the laws of its state of organization and has all requisite power and authority to carry on its business as now being conducted. Each Seller Party is duly qualified or licensed to do business and is in good standing in Massachusetts.
Seller Parties’ Representations and Warranties. The representations and warranties made by the Seller Parties set forth in Article III shall (without giving effect to any “Material Adverse Effect” or other materiality qualifier) be true and correct in all material respects, as of the date of this Agreement and on and as of the Closing Time as if made at and as of the Closing Time (except for those representations and warranties expressly made as of a particular date, in which case such representation and warranty shall (without giving effect to any “Material Adverse Effect” or other materiality qualifier) be true and correct in all material respects, as of such particular date).
