WARRANTIES OF SHAREHOLDERS. Shareholders, jointly and severally, warrant and represent to Buyer as follows:
WARRANTIES OF SHAREHOLDERS. Except as specifically set forth in the Disclosure Schedule, Shareholders, jointly and severally, represent and warrant to Purchaser that all of the statements contained in this ARTICLE III were true and complete as of the Offer Date (or, if expressly made as of a specified date, as of such date), and (except as otherwise expressly provided herein as being true and correct only as of the Offer Date or any other specified date or as being subject to change or adjustment in the ordinary course of business since the Offer Date or the Balance Sheet Date through the Closing Date and subject to any specific action expressly permitted or contemplated under Section 5.1) 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 Offer Date, 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, except as otherwise specifically stated with respect to such exception, relates only to such section. 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 SHAREHOLDERS. Each of the Shareholders, individually and not jointly, represents and warrants to the Purchaser that: (a) such Shareholder has all legal capacity to enter into this Agreement and to carry out his obligations hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly executed and delivered by such Shareholder; and (c) such Shareholder is the record and beneficial owner of the Common Shares (and any and all Option Rights held by the Shareholder) indicated by its name on Schedule A attached to this Agreement, free and clear of all Encumbrances, and such Shareholder has full power and authority to, and at the Closing shall, transfer good and valid title to such Common Shares (and any and all Option Rights held by the Shareholder) free and clear of any Encumbrances. Avionholding, S.P.A. warrants and represents that, in addition to the above warranties, it holds the Avionholding Preferred Shares (and all Option Rights with respect thereto) free and clear of all Encumbrances and has full power and authority to, and at the Closing shall, transfer good and valid title to such Avionholding Preferred Shares (and all Option Rights with respect thereto) free and clear of any Encumbrances.
WARRANTIES OF SHAREHOLDERS. The Shareholders hereby represent and warrant to Purchaser, jointly and severally, as of the date hereof and as of the Closing Date, as follows:
