SELLER’S AND SHAREHOLDERS’ REPRESENTATIONS AND WARRANTIES. The Seller and Shareholder, jointly and severally, represent and warrant to the Purchaser as follows:
SELLER’S AND SHAREHOLDERS’ REPRESENTATIONS AND WARRANTIES. Seller and Shareholder jointly and severally represent and warrant to Buyer as of the date hereof and as of Closing, and agree, as follows:
SELLER’S AND SHAREHOLDERS’ REPRESENTATIONS AND WARRANTIES. To induce Buyer to enter into and perform pursuant to this Agreement, Seller and Shareholders, jointly and severally, represent and warrant to Buyer that each of the following is true:
4.1 Corporate Organization, Qualification, Authorization, etc. Seller is a corporation duly incorporated, validly existing, and in good standing under the laws of the state of its incorporation, has no subsidiaries, has all corporate power and authority to conduct its business as it is now being conducted, to own and operate Shopping Guides, and to own, possess, occupy, use, or operate the Property Sold and is duly qualified to do business in any state where the nature of its business or properties requires it to be so qualified. To Seller's knowledge, Seller has not violated and has duly complied with all applicable laws, rules, and regulations relating to the ownership and use of its properties and the conduct of its business and knows of no law, rule, or regulation that will require a material, adverse change in Shopping Guides' present operation or the use and enjoyment of the Property Sold or that will cause Buyer to incur any material liability after Closing.
SELLER’S AND SHAREHOLDERS’ REPRESENTATIONS AND WARRANTIES. Each of Seller and Shareholders hereby represents and warrants, jointly and severally, to NovaMed as of the Execution Date and the Closing Date, as follows:
SELLER’S AND SHAREHOLDERS’ REPRESENTATIONS AND WARRANTIES. WITH RESPECT TO THE BUSINESS, ASSETS AND THE ASSUMED LIABILITIES As a material inducement to the Buyer to enter into and perform this Agreement, Seller and Shareholder represent and warrant to the Buyer in connection with the Business and the Assets as follows to the best of their knowledge:
SELLER’S AND SHAREHOLDERS’ REPRESENTATIONS AND WARRANTIES. Seller and Shareholder represent and warrant to Purchaser that, except as set forth in the schedule delivered by Seller to Purchaser concurrently herewith and identified as the "Disclosure Schedule":
(a) Seller is a corporation duly organized, existing and in good standing, under the laws of the State of North Carolina. Seller has all necessary corporate power and authority to conduct the Business as the Business is now being conducted.
(b) Seller has qualified as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of the Business or the nature or location of its assets requires such qualification and where the failure to so qualify would have a "Material Adverse Effect" (as herein defined). For the purposes of this Agreement, "Material Adverse Effect" means a material adverse effect on the assets, liabilities, financial condition or results of operations of the Business, taken as a whole.
SELLER’S AND SHAREHOLDERS’ REPRESENTATIONS AND WARRANTIES. Seller and Shareholder, jointly and severally, represent and warrant to Purchaser the matters set forth below. These are continuing representations and warranties, and shall survive the Closing as provided in section 8.5, notwithstanding any investigation by Purchaser:
SELLER’S AND SHAREHOLDERS’ REPRESENTATIONS AND WARRANTIES. To induce Buyer to enter into this Agreement and for the benefit of Buyer, Seller and Shareholder jointly and severally represent and warrant and agree as follows, with respect to the Seller's SF Restaurants:
SELLER’S AND SHAREHOLDERS’ REPRESENTATIONS AND WARRANTIES. As an inducement to the Buyer to enter into this Agreement, the Sellers and the Shareholders represent and warrant to the Buyer that as of the date of this Agreement and the Closing Date:
SELLER’S AND SHAREHOLDERS’ REPRESENTATIONS AND WARRANTIES. Each of Seller and Shareholders represents and warrants, jointly and severally, to NovaMed as of the Closing Date, as follows:
4.1 Seller’s Organization, Good Standing and Authority. Seller is a corporation duly organized, validly existing and in good standing under Florida law. Each of Seller and Shareholders has full capacity, power, right and authority to enter into and perform their respective obligations under this Agreement and each of the Transaction Documents to which each of them is a party. This Agreement and each of the Transaction Documents to which each is a party have been duly executed and delivered by each of Seller and Shareholders, and constitute the valid and binding obligations of Seller and Shareholders, enforceable against them in accordance with their respective terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and the availability of equitable remedies.
