By All Parties. Each of the parties to this Agreement hereby -------------- represents and warrants to each of the other parties to this Agreement, each of which is deemed to be a separate representation and warranty, as follows:
By All Parties. Each Party represents and warrants the following:
By All Parties. In order to induce each of the other parties hereto to enter into this Amendment, each party hereto represents and warrants to each of the other parties hereto that the following statements are true, correct and complete:
By All Parties. Each Party represents, warrants and covenants to the other that:
By All Parties. This Amendment No. 1 shall have been executed AMENDMENT NO. 1 and delivered by each of the parties hereto.
By All Parties. Each of the Shareholders and Buyer shall use their commercially reasonable efforts to cause the fulfillment at the earliest practicable date of all of the conditions to each other party's obligations to consummate the transactions contemplated by this Agreement.
By All Parties. Each party represents and warrants to the other (i) that it or he has the power and authority to enter into this Agreement and to carry out its terms and conditions and (ii) that the carrying out of the terms and conditions of this Agreement is not restricted by or in violation either of any applicable law to which it or he is subject or of any organizational documents (including articles or certificates of incorporation or bylaws or partnership agreements, as amended or restated), agreement, commitment, order, ruling or proceeding to which it or he is a party or to which it or he or any of its or his assets are subject.
By All Parties. Each Party represents and warrants to each of the others, as of the date hereof, that it has not breached or violated, and is not in breach or violation of, the Original Agreement.
By All Parties. Each party hereby represents and warrants to each other party hereto that: i) such party has the full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder without any consent or approval of any other person, entity or governmental or regulatory body or authority, ii) the execution, delivery and performance of such party’s obligations under this Agreement have been duly authorized by all necessary actions, iii) the execution, delivery and performance of such party’s obligations under this Agreement will not violate such party’s organizational or governing documents, any applicable law or any contract to which such party is a party or by which such party’s assets are or may be bound other than as disclosed in this Agreement, and iv) in entering into this Agreement, such party has not relied on any representations or warranties, express or implied, of any other party, other than those representations and warranties expressly set forth in this Agreement.
By All Parties. All parties hereto shall each execute and deliver such other instruments consistent with this Agreement as are reasonably required to effectuate the transactions contemplated under this Agreement.
