Common use of REPRESENTATIONS AND WARRANTIES OF THE SELLERS Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers represents and warrants to the Buyer that the statements contained in this Section 3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(a)) with respect to himself or itself, except as set forth in Annex I attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers Seller severally and not jointly represents and warrants to the Buyer Team that the statements with respect to such Seller contained in this Section 3(a) 3.1 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (Date, as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(a)) with respect to himself or itself, except as set forth in Annex I attached hereto3.1.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers represents and warrants to the Buyer Buyer, jointly and severally with the other Sellers, that the statements contained in this Section (S) 3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section (S) 3(a)) with respect to himself or itself, except as set forth in Annex I attached hereto).

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers represents and warrants to the Buyer that the statements contained in this Section paragraph 3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section paragraph 3(a)) with respect to himself or itself, except as set forth in Annex I attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers represents and warrants to the Buyer on a several basis (and not jointly) that the statements contained in this Section §3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then then, and as though the Closing Date were substituted for the date of this Agreement throughout this Section §3(a)) with respect to himself or itself), except as set forth in Annex I attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers represents represents, warrants and warrants covenants to the Buyer that the statements contained in this Section 3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(a)) with respect to himself or itself, except as set forth in Annex I attached hereto).

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the The Sellers hereby represents and warrants to the Buyer each Purchaser that the statements contained in this Section 3(a) 3 are correct complete and complete accurate as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(a)) with respect to himself or itself, except as set forth in Annex I attached heretoat Closing.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers represents and warrants to the Buyer Buyers that the statements contained in this Section 3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(a)3 (a) with respect to himself or itself, except as set forth in Annex I attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers represents and warrants to the Buyer and the Target that the statements contained in this Section §3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section §3(a)) with respect to himself or itself, except as set forth in Annex I Exhibit “D” attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers jointly and severally represents and warrants to the Buyer that the statements contained in this Section 3(ass.3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(ass.3(a)) with respect to himself or itself, except as set forth in Annex I attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the The Sellers represents represent and warrants warrant to the Buyer that the statements contained in this Section 3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(a)) with respect to himself or itself, except as set forth in Annex I attached hereto).

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers severally represents and warrants to the Buyer that the statements contained in this Section 3(a) 3.1 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(a)3.1) with respect to himself himself, herself or itself, except as set forth in Annex I attached heretothe disclosure schedules accompanying this Agreement (the "Disclosure Schedules"). The Disclosure Schedules will be arranged in paragraphs corresponding to the numbered paragraphs of this Agreement.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers severally represents and warrants to each of Team and the Buyer that the statements contained in this Section 3(a) 3.1 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(a)3.1) with respect to himself or itselfherself, except as set forth in Annex I Schedule 3.1 attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers --------------------------------------------- severally represents and warrants to the Buyer that the statements contained in this Section 3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(a)) with respect to himself or itself, except as set forth in Annex I the Disclosure Schedule attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers represents and warrants to the Buyer Purchaser that the statements contained in this Section 3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(a)) with respect to himself or itselfhimself, except as set forth in Annex I attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers with respect to itself or himself represents and warrants to the Buyer that the statements contained in this Section 3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(a)) ), subject to updating in connection with respect to himself or itself, except as set forth in Annex I attached hereto.Section 5:

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers represents and warrants to the Buyer that the statements contained in this Section 3(ass.3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(ass.3(a)) with respect to himself or itself, except as set forth in Annex I attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers Seller, severally and not jointly, represents and warrants to the Buyer that the statements contained in this Section 3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(a)) with respect to himself or itselfDate, except as set forth in Annex I attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers represents and warrants to the Buyer that that, to the Sellers' Knowledge, the statements contained in this Section §3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section §3(a)) with respect to himself or itself, except as set forth in Annex I or as set forth in the Disclosure Schedule attached hereto. Organization of Certain Sellers. Not applicable.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers Sellers, severally and not jointly, represents and warrants to the Buyer that the statements contained in this Section 3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were was substituted for the date of this Agreement throughout this Section 3(a)) with respect to herself or himself or itself, except as set forth in Annex I attached heretoonly.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers Seller represents and warrants to the Buyer that the statements contained in this Section 3(a) are correct and complete as of the date of this Agreement with respect to itself, and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(a)) with respect to himself or itself), except as set forth in Annex I attached heretothe Seller Disclosure Schedules.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers represents and warrants to the Buyer that the statements contained in this Section 3(a) 3 are true and correct and complete as of the date of this Agreement and will be true and correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(a)3) with respect to himself or itselfhimself, except as set forth in Annex I attached heretothe Schedules that correspond to the particular sections.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers represents and warrants to the Buyer that that, to the Sellers’ Knowledge, the statements contained in this Section §3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section §3(a)) with respect to himself or itself, except as set forth in Annex I or as set forth in the Disclosure Schedule attached hereto. Organization of Certain Sellers. Not applicable.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers represents and warrants to the Buyer that the statements contained in this Section 3(a) 3.1 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout through this Section 3(a)3.1) with respect to himself or itselfonly, except as set forth in Annex I the Disclosure Schedule (as defined below) attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers The Seller represents and warrants to the Buyer that the statements contained in this Section 3(a) 3.1 are correct and complete as of the date of this Agreement Agreement, and will be correct and complete in all material respects as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(a)3.1) with respect to himself or itself, except as set forth in Annex I Section 3 of the Disclosure Schedules attached hereto.hereto as Exhibit B.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers represents and warrants to the Buyer Buyers that the statements contained in this Section 3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(a)) with respect to himself or itself, except as set forth in Annex I attached heretohimself.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers represents and warrants to the Buyer that the statements contained in this Section 3(a) are correct and complete as of the date of this Agreement Effective Date and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement Effective Date throughout this Section 3(a)) with respect to himself himself, herself or itself, except as set forth in Annex I attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers Seller represents and warrants to the Buyer that the statements contained in this Section 3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(a)) with respect to himself or itself, only except as set forth in Annex I III attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers Sellers, severally and not jointly, represents and warrants to the Buyer that the statements contained in this Section 3(a(S)3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(a(S)3(a)) with respect to himself or itself, except as set forth in Annex I attached heretoto be delivered by Xxxxxxx to Buyer as provided in (S)5(f) hereof.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers Seller represents and warrants to the Buyer that the statements contained in this Section 3(aSECTION 3(A) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(aSECTION 3(A)) with respect to himself or itself, only except as set forth in Annex I III attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the The Sellers represents jointly and warrants severally represent and warrant to the Buyer Buyers that the statements contained in this Section 3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(a)) with respect to himself or itself), except as set forth in Annex I attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers represents and warrants to the Buyer that the statements contained in this Section 3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(a)) with respect to himself or itselfhimself, except as set forth in Annex I II attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers Sellers, represents and warrants to the Buyer that the statements contained in this Section 3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(a)) with respect to himself or itself, except as set forth in Annex I II attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers Jointly and Severally represents and warrants to the Buyer that the statements contained in this Section 3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(a)) with respect to himself or itselfDate, except as set forth in Annex I II attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers represents and warrants to the Buyer that the statements contained in this Section 3(a(S)3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(a(S)3(a)) with respect to himself or itself, except as set forth in Annex I attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers represents and warrants to the Buyer that the statements contained in this Section 3(a) are correct and complete with respect to himself, herself or itself as of the date of this Agreement and will be correct and complete with respect to himself, herself or itself as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(a)) with respect to himself or itself, except as set forth in Annex I attached hereto).

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers represents and warrants to the Buyer that that, with respect to such Seller, the statements contained in this Section 3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(a)) with respect to himself or itself, except as set forth in Annex I attached hereto).

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers represents and warrants to the Buyer that the statements contained in this Section 3(a(S)3(a) are true, correct and complete as of the date of this Agreement and will be true, correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(a(S)3(a)) with respect to himself or itself, except as set forth in Annex I the Sellers' Disclosure Schedule attached hereto.hereto and made a part hereof. ----------------------------

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers represents and warrants to the Buyer that the statements contained in this Section 3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(a)) with respect to himself or itself, except as set forth in Annex I attached heretoDate.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each Except as set forth in Annex 1 attached hereto, each of the Sellers represents and warrants to the Buyer that the statements contained in this Section §3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section §3(a)) with respect to himself or itself, except as set forth in Annex I attached hereto).

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers represents and warrants to the Buyer that the statements contained in this Section 3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(a)) with respect to himself or itself, except as set forth in Annex I attached hereto.Agreement

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the The Sellers represents represent and warrants warrant to their Knowledge, jointly and severally, to the Buyer that the statements contained in this Section 3(a) §3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(a)) with respect to himself or itselfeach payment date, except as set forth in Annex I the disclosure schedule accompanying this Agreement and initialed by the Parties (the “Disclosure Schedule” attached heretohereto as Exhibit D). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this §3.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers The Seller represents and warrants to the Buyer that the statements contained in this Section 3(a) 3.1 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(a)3.1) with respect to himself or itselfhimself, except as set forth in Annex I Schedule 3.1 attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers Seller severally represents and warrants to the Buyer that the statements contained in this Section 3(a) 3.1 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(a3.1)) with respect to himself or itself, except as set forth in Annex I attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the --------------------------------------------- Sellers represents and warrants to the Buyer that the statements contained in this Section 3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(a)) Agreement, with respect to himself or itselfherself, except as set forth in Annex I attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers Sellers, represents and warrants to the Buyer that the statements contained in this Section 3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(a)) with respect to himself or itself, such Seller except as set forth in Annex I II attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of As a material inducement to the Sellers represents Buyer to enter into this Agreement and warrants consummate the transactions contemplated hereby, the Sellers, jointly and severally, hereby represent and warrant to the Buyer that all of the statements contained in this Section 3(a) 3.1 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(a)) with respect to himself or itself, except as set forth in Annex I attached heretoDate.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the The Sellers represents jointly --------------------------------------------- and warrants severally represent and warrant to the Buyer that the statements contained in this Section 3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(a)) with respect to himself or itself, except as set forth in Annex I attached heretoeach of the Sellers.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers represents and warrants to the Buyer that the statements contained in this Section ss. 3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section ss. 3(a)) ), in each case, with respect to himself or itself, except as set forth in Annex I attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers represents and warrants to the Buyer that that, to the Sellers’ Knowledge, the statements contained in this Section §3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section §3(a)) with respect to himself or itself, except as set forth in Annex I or as set forth in the Disclosure Schedule attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers represents and warrants to the Buyer that the statements contained in this Section 3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(a)) with respect to himself himself, herself or itself, except as set forth in Annex I attached hereto.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the Sellers represents and warrants to the Buyer that the statements contained in this Section 3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3(a)) with respect to himself or itself, except as set forth in Annex I attached heretohimself.