OF THE SELLER. The Seller hereby represents and warrants as follows:
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. Except as set forth in the Disclosure Schedules attached hereto (collectively, the “Disclosure Schedules”), the Seller hereby represents and warrants to the Buyer as follows and acknowledges that the Buyer is relying upon such representations and warranties in connection with the execution of this Agreement and the Ancillary Agreements and the consummation of the Transactions:
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. 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 represents and warrants to each Purchaser as follows:
OF THE SELLER. The Seller hereby represents and warrants to the Purchaser, subject to such exceptions as are disclosed in the Seller Disclosure Schedule, as follows:
OF THE SELLER. To induce Buyer to enter into the Transaction Documents and consummate the transactions contemplated thereby, the Seller represents and warrants that the following representations and warranties are true and correct as of the date of this Agreement, except as disclosed in the written Disclosure Schedule provided to Buyer dated the date of this Agreement (the “Disclosure Schedule”), which shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in this Article II. The disclosure in any section or subsection of the Disclosure Schedule corresponding to any section or subsection of this Article II shall qualify other sections and subsections in this Article II only to the extent it is readily apparent solely from a reading of the text of such disclosure that such disclosure is applicable to such other sections and subsections of this Article II.
OF THE SELLER. The Seller hereby represents, warrants and covenants to the Purchaser that: (a) it owns the Celerity Stock ; (b) it has good title to, and has all right and authority to transfer and deliver the Celerity Stock to the Purchaser, and (c) the Celerity Stock is free and clear of all options, warrants, rights, liens, claims, charges and any other encumbrances.
