REPRESENTATIONS AND WARRANTIES OF SELLERS AND OWNERS. In order to induce each of the Acquirors to enter into this Agreement and to purchase the Purchased Assets, each of the Sellers and Owners hereby jointly and severally represents and warrants to each of the Acquirors all of the matters set forth in this ARTICLE III; any exceptions to such representations and warranties shall be set forth in a disclosure schedule specifying in each case to which section of ARTICLE III such exceptions apply (the “Disclosure Schedules”).
REPRESENTATIONS AND WARRANTIES OF SELLERS AND OWNERS. Each Seller and each Owner represent and warrant to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF SELLERS AND OWNERS. Sellers and Owners, jointly and severally, represent and warrant to Purchaser and Purchaser’s Parent as follows:
REPRESENTATIONS AND WARRANTIES OF SELLERS AND OWNERS. 17 ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF SELLERS AND OWNERS. 8 4.1 Organization, Qualification and Authority...........................8 4.2 Subsidiaries........................................................9 4.3 Absence of Default..................................................9 4.4
REPRESENTATIONS AND WARRANTIES OF SELLERS AND OWNERS. As a material inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated herein, Sellers and Owners hereby jointly and severally represent and warrant to Buyer, which representations and warranties shall be true and correct on the date hereof and as of the date of Closing, as follows:
REPRESENTATIONS AND WARRANTIES OF SELLERS AND OWNERS. In order to induce Care for Kids to enter into this Agreement, Sellers and Xx. Xxxxxxxx hereby jointly and severally represent and warrant to Care for Kids that the statements contained in Exhibit B attached hereto (“Exhibit B”) are true, correct, and complete. Each Owner hereby represents to Care for Kids that the statements contained in Exhibit B are true, correct, and complete with respect to the Seller and the business, financial and other matters related to such Seller, in which Owner has a direct or indirect ownership interest. Sellers and Owners acknowledge that each representation and warranty made under this Section 2.2 is material to Care for Kids and that Care for Kids is entering into and performing this Agreement in reliance upon each such representation and warranty. Whenever used in any representation or warranty set forth in Exhibit B, the phrases “to the best of each Seller or Owner’s knowledge,” “Seller or Owner does not know,” “Seller and Owner knows,” and words of similar import signify that no information has come to the attention of any Seller or Owner, or upon reasonable inquiry would have come to the attention of any Seller or Owner, which gives such Seller or Owner, or upon such inquiry would have given such Seller or Owner, actual knowledge contrary to such representation or warranty covenants of the parties.
REPRESENTATIONS AND WARRANTIES OF SELLERS AND OWNERS. Except as expressly set forth in the corresponding sections or subsections of the Disclosure Schedules delivered to Buyers concurrently with the execution and delivery of this Agreement, each Seller jointly and severally, and each Owner, with respect to Sections 4.1(a)(ii), 4.1(b)(ii), 4.5(g) and 4.5(j), severally, represents and warrants to Buyers that the statements contained in this Article 4 are true and correct as of the date hereof and as of the Closing Date, as set forth below:
REPRESENTATIONS AND WARRANTIES OF SELLERS AND OWNERS. As an inducement to Purchaser to enter into this Agreement and to consummate the transactions contemplated hereby, Sellers and the Owners, jointly and severally, represent and warrant to Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF SELLERS AND OWNERS. Sellers and Owners, jointly and severally, or Seller or Owner, individually as stated herein represent and warrant to Buyer as follows, which representations and warranties are true and correct as of the date hereof and shall survive the Closing as provided in Section 15(h):
