WARRANTIES OF SELLERS. The Sellers jointly and severally warrant to FID and LEC, as of the date of this Agreement and as of the Closing, save as fairly disclosed in the Sellers’ Disclosure Schedule*, as follows:
WARRANTIES OF SELLERS. Except as specifically set forth in the Disclosure Schedule prepared and signed by Sellers and delivered to Purchaser simultaneously with the execution hereof, each Seller represents and warrants to Purchaser that all of the statements contained in this ARTICLE III are true and complete as of the date of this Agreement, and will be true and complete as of the Closing Date (as though made on the Closing Date and as though the Closing Date were substituted for the date of this Agreement, throughout this ARTICLE III). Each exception set forth in the Disclosure Schedule and each other response to this Agreement set forth in the Disclosure Schedule is identified by reference to, or has been grouped under a heading referring to, a specific individual section of this Agreement and relates only to such section, provided, however, that any matter set forth in any section or subsection of the Disclosure Schedule shall be deemed to be included on any other section on which such information is required to the extent such additional inclusion is reasonably apparent to be applicable to such other section of the Disclosure Schedule. In the event of any inconsistency between statements in the body of this Agreement and statements in the Disclosure Schedule (excluding exceptions expressly set forth in the Disclosure Schedule with respect to a specifically identified representation or warranty), the statements in the body of this Agreement shall control.
WARRANTIES OF SELLERS. Except (i) as fairly disclosed in the Seller Disclosure Letter, the Iakobachvili Disclosure Letter, the Plastinin Disclosure Letter or the Disclosed Documents or (ii) as disclosed in the Company SEC Documents filed prior to the date hereof, (A) each Shareholder Seller, severally and not jointly, warrants to Buyer solely as set forth in the Title Warranties, Section 3.12(a) and Section 3.17 and (B) each Designated Seller, severally and not jointly, warrants to Buyer as set forth in the Title Warranties and the Closing Warranties, in each case, as of the date hereof and as of the Closing Date that:
WARRANTIES OF SELLERS. Sellers hereby represent and warrant jointly and severally that:
WARRANTIES OF SELLERS. (i) No warranty in Article II (other than the warranties set out in Section 2.06) shall have been untrue or incorrect (without giving effect to any limitation as to “materiality” or “Seller Material Adverse Effect” set forth therein) when given on the date of this Agreement or on any date from the date of this Agreement through the Closing Date, where such breach or failure, individually or in the aggregate, has had or is reasonably expected to have a Seller Material Adverse Effect.
WARRANTIES OF SELLERS. (a) Sellers warrant that each Warranty is true and accurate as at the date hereof and the Closing Date (except to the extent any such Warranty refers to another date, in which case as of such other date).
WARRANTIES OF SELLERS. (a) Prior to the Signing Date, Buyer has been given the opportunity to conduct, and Buyer has together with its professional advisors conducted due diligence reviews regarding the Company and the Business. The Parties acknowledge and agree that in entering into this Agreement, Buyer is relying on the Warranties and its own investigation of the Company (understanding, however, that Buyer’s own investigation shall in no manner limit or qualify the Warranties given hereunder or any indemnification pursuant thereto).
WARRANTIES OF SELLERS. Sellers warrant to Purchaser that the statements contained in this Article II are true and correct as of the date hereof and will be true and correct as of the Closing Date, except for matters specifically relating to another date which are made only as of such date and except for matters set forth on the schedules provided by Sellers to Purchaser on the date hereof (the “Disclosure Schedules”). The disclosures in any section or subsection of the Disclosure Schedules shall qualify other portions of the Disclosure Schedules and other sections and subsections in this Article II. The inclusion of any information on any Disclosure Schedule (or any update thereto) shall not be deemed to be an admission or acknowledgment, in and of itself, that such information is required by the terms hereof to be disclosed, is material to the Business, has resulted in or would result in a Material Adverse Effect or is outside the ordinary course of business. BCP warrants to Purchaser that the statements contained in Sections 2.01 and 2.03(b) of this Article II, to the extent relating to BCP, are true and correct as of the date hereof and will be true and correct as of the Closing Date, except for matters specifically relating to another date which are made only as of such date.
WARRANTIES OF SELLERS. 6.1 Sellers, unless otherwise stated herein, jointly and severally warrant to Purchaser as an independent undertaking of warranty that the following information is true and correct as of the Signing Date and the Effective Date (it being agreed that, for the avoidance of doubt, any reference in this Section 6.1 to the term "Business" shall only include the business of the respective Company for which the respective warranty is given - i.e. in a warranty given with regard to KCL only, any reference therein to the term "Business" shall include the business of KCL only and any reference to the Business without limitation to (a) specific Company/Companies shall mean the Business as defined in Recital (A) of this Agreement):
WARRANTIES OF SELLERS. A. All of the Selling Parties warrant that each has full authority and legal capacity to execute this agreement and any documents related thereto and carry out the terms and provisions thereof, that there are no legal actions pending or threatened against any party hereto, that there are no employment contracts in existence with any employee of APC and that there are no liabilities of any party hereto against the assets transferred other than shown on APC's balance sheets. Further, there are no liens or mortgages outstanding against any of the real property or personal property to be transferred except property taxes which are to be prorated at the completion date.
