OF THE SELLER. As an inducement to the Buyer to enter into this Agreement, the Seller hereby represents and warrants to the Buyer as follows:
OF THE SELLER. The Seller hereby represents and warrants to the Purchaser (i) as of the date hereof and (ii) as of the Closing Date (unless in the case of clause (ii) specifically made by its terms as of another date, in which case as of such specified date), subject to such exceptions as are disclosed in writing in the Disclosure Schedules, as follows:
OF THE SELLER. The Seller hereby represents and warrants as follows:
OF THE SELLER. Except as set forth in the Disclosure Schedules attached to this Agreement (collectively, the “Disclosure Schedules”), the Seller hereby represents and warrants to the Buyer, as of the date of this Agreement and as of the Closing Date, as follows:
OF THE SELLER. Seller represents and warrants to Purchaser as follows:
OF THE SELLER. Except as set forth in the corresponding Schedule attached hereto the Sellers hereby represent and warrant to the Buyer as follows:
OF THE SELLER. Subject to the provisions of this §6, the Seller shall be indemnified from and against any and all Losses incurred by the Seller as a result of the failure or breach of any representation, warranty or covenant made by the Buyer in this Agreement.
OF THE SELLER. At any time and from time to time after the Closing, at the Buyer's reasonable request and without further consideration therefor, the Seller shall execute and deliver to the Buyer such other documents or instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions, as may reasonably be requested in order more effectively to transfer, convey and assign to the Buyer, or confirm the title or rights of the Buyer in or to, all of the Transferred Assets, to put the Buyer in actual possession and control of the Transferred Assets to the full extent permitted by applicable Law, and otherwise to cause the Seller to fulfill its obligations under the Transaction Agreements to which it is a party.
OF THE SELLER. The Seller hereby represents and warrants to the Buyer and the Acquisition Sub that the statements contained in this Article III are true and correct.
OF THE SELLER. The Seller and the Ultimate Owners represent and warrant to the Purchaser that, except as set forth on the Disclosure Schedule attached as Schedule 5 to this Agreement (the “Disclosure Schedule”), which such exceptions, qualifications and statements shall be deemed to be part of the representations and warranties made hereunder, the following representations are true and complete as of the date as of the Closing Date, except as otherwise indicated or otherwise agreed by the Parties in this Agreement. The Disclosure Schedule has been arranged in sections corresponding to the numbered and lettered sections and subsections contained in this ARTICLE 5, and the disclosures in any section or subsection of the Disclosure Schedule qualify other sections and subsections in this ARTICLE 5 to the extent it is readily apparent from a reading of the face of the disclosure (without independent reference to the text of any documents or agreements referred to therein) that such disclosure is applicable to such other sections and subsections.