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. (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.
(ii) No warranty set out in Section 2.06 shall have been untrue or incorrect when given on the date of this Agreement or on any date from the date of this Agreement through the Closing Date.
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:
a. The Company is duly organized and in good standing under the laws of the State of Virginia; has the corporate powers to carry on its business as now conducted; is duly qualified as a foreign corporation in good standing in each state where such qualification is necessary; and has no subsidiaries nor any interest in any firm, partnership or other corporation.
b. Copies of the Articles of Incorporation of the Company all amendments thereto, the Company's Bylaws and all its minutes are contained in its minute books as provided in Schedule "A" annexed hereto are correct.
c. The shares of the Company to be transferred hereunder constitute all of its outstanding shares and it has issued and will issue no other shares. There are no open options, contracts, calls, commitments or demands of any kind relating to authorized but unissued stock of the Company. The shares of the Company to be transferred hereunder are fully paid and nonassessable, free and clear of all encumbrances, liens, claims, equities and liabilities of every nature and Sellers will convey clear and unencumbered title thereto to the Buyer.
d. The financial statements in Schedule "B" annexed hereto (and made part hereof) all other financial statements prepared by the Company audits books of account and records are true and correct. They have been prepared in conformity with generally accepted accounting principles, correctly reflect valid transactions and values and present a true and correct statement as of their respective dates of the Company's financial condition. The Company has no liabilities or obligations except those disclosed on the financial statements in Schedule "B" those incurred in the normal and regular conduct of its business since the date of said financial statements and those set forth in the written contracts listed in Schedule "C" annexed hereto, the originals of which have been exhibited to Buyer and initialed by both sides. There is no power of attorney for any purpose now in force given by the Company to any person or organization.
e. All assets set forth on the books of the Company are in existence, in possession of the Company and are located at 00000 Xxxxx Xxxx, Culpeper, Virginia. The Company has clear and unencumbered title to all of its property including, without limitation, the property listed in Schedule "D" annexed hereto, except for the encumbrances set forth after the description of each item of ...
WARRANTIES OF SELLERS. Section 3.01. Capacity and Authority 11 Section 3.02. Existence and Power 12 Section 3.03. Non-contravention 12 Section 3.04. Capitalization 12 Section 3.05. Ownership of Shares 12 Section 3.06. Governmental Authorization 13 Section 3.07. Existence and Power 13 Section 3.08. Subsidiaries 13 Section 3.09. Financial Statements and Tax Returns 14 Section 3.10. Absence of Certain Changes 14 Section 3.11. Assets 15 Section 3.12. Certain Contracts 16 Section 3.13. Benefits and Labor Relations 16 Section 3.14. Litigation and Compliance with Law 16 Section 3.15. SEC Filings and the Sxxxxxxx-Xxxxx Act 17 Section 3.16. Company Expenses 18 Section 3.17. Finders’ Fees 18 Section 4.01. Capacity and Authority 18 Section 4.02. Existence and Power 18 Section 4.03. Non-contravention 18 Section 4.04. Governmental Authorization 19 Section 4.05. Financing 19
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. (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).
(b) The Business Warranties are qualified by the disclosures in the Disclosure Material, meaning that Sellers will not be deemed to be in breach of the Business Warranties to the extent a deviation from or inaccuracy in the Business Warranties has been Fairly Disclosed.
(c) The Warranties are given by Sellers jointly, except for the Warranties in Section 6.2 and Section 6.3(a), which are given by each Seller separately and only as for their own behalf and, to the extent they concern the Shares or the Shareholder Capital Loans, only with respect to the Shares and the Shareholder Capital Loans sold by such Seller.
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).
(b) Having regard to the above, (i) Sellers collectively give to Buyer the Fundamental Warranties (other than the Fundamental Warranties in Section 6.2 and the Tax Warranties) as at the Closing (unless explicitly stated otherwise), (ii) each Seller gives the Fundamental Warranty in Section 6.2 independently and separately for its own part (as at the Closing and as at the Subsequent Closing), and (iii) Management Sellers collectively and on behalf of all Sellers give the Business Warranties and the Tax Warranties as at the Closing (unless explicitly stated otherwise) in a manner that all Sellers are liable, subject to Section 8, for any breaches or inaccuracies of any Business Warranties or Tax Warranties given by Management Sellers on behalf of all Sellers.
(c) The Business Warranties are qualified by the disclosures in the Disclosure Letter, meaning that Management Sellers will not be deemed to be in breach of the Business Warranties to the extent a deviation from or inaccuracy in the Business Warranties has been Fairly Disclosed.
WARRANTIES OF SELLERS. Except as set forth in the corresponding sections or subsections of the Company Disclosure Schedule, each Seller, severally and not jointly and only with respect to itself, hereby warrants to Buyer and Parent as of the Execution Date and as of the Closing as follows:
