REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANIES Sample Clauses

REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANIES. The Sellers hereby jointly and severally represent and warrant to the Buyer as of the Closing Date, as follows:
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REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANIES. The Sellers, jointly and severally, represent and warrant to Buyer that the statements contained in this ARTICLE 3 are correct and complete as of the Closing Date.
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANIES. Platinum Vape and each Seller represents and warrants to Buyer Parties that the statements contained in this Section 3(c) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date.
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANIES. Subject to the specific qualifications and limitations set forth herein, and except as set forth in the Disclosure Schedule attached to this Agreement (as the same may be amended and supplemented from time to time in accordance with Section 5(e), the "DISCLOSURE SCHEDULE") or in the Audited Balance Sheet or the schedule of liabilities attached thereto, the Seller represents and warrants to the Buyer as follows with respect to the Companies, each such representation and warranty being made as of the Effective Date only, except that (x) the representations and warranties set forth in Section 4(a) (ownership of the Shares) are made as of the date hereof and as of the Closing Date, (y) the representations and warranties set forth in Section 4(i) (legal compliance) are made as of the Effective Date and as of the Closing Date, and (z) the representations and warranties set forth in Section 4(j) (operation of Companies during Pre-Closing Period) are made as of the date hereof and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANIES. Each of the Sellers, severally, but not jointly, represents and warrants to the Buyer that each statement contained in this Article IV is true and correct as of the date hereof, except as set forth in the schedule accompanying this Agreement (the “Disclosure Schedule”) corresponding to the applicable sections of this Article IV. Each section of the Disclosure Schedule will be deemed to incorporate by reference all information disclosed in any other section of the Disclosure Schedule. Any representation or warranty concerning the Companies shall be deemed to be a representation concerning the Companies and their Subsidiaries, if any, as a whole unless the context specifically requires otherwise.
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANIES. Seller and the Companies represent and warrant to Buyer and Parent that the statements contained in this Section 4 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 on such date and as though the Closing Date were substituted for the date of this Agreement throughout this Section 4), except as set forth in the disclosure schedule delivered by Seller to Buyer on the date hereof and initialed by the Parties (each section of which qualifies the correspondingly numbered representation and warranty or covenant to the extent specified therein) (the "Disclosure Schedule").
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANIES. Sellers, jointly and severally, represent and warrant as follows:
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REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANIES. Each of the Sellers, jointly and severally, represents and warrants to the Buyer that the statements contained in this Article IV are correct and complete as of the Closing Date, except as otherwise stated in this Agreement or set forth in the disclosure schedule delivered by the Sellers to the Buyer on the Closing Date (the “Disclosure Schedule”). The Disclosure Schedule shall be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Article IV and where a particular representation and warranty has subparts or subsections, noting which specific subpart or subsection is being excepted. The schedules and information set forth in the Disclosure Schedules refer to the paragraph of this Agreement to which such schedule and information is responsive, and each such schedule and information shall be deemed to have been disclosed with respect to all other paragraphs of this Agreement to the extent the same is reasonably apparent on its face without any further inquiry. All capitalized terms used in the Disclosure Schedules and not otherwise defined therein shall have the same meanings as are ascribed to such terms in this Agreement.
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANIES. Sellers represent and warrant to Buyer that the statements contained in this Section 4 are true, correct and complete as of the Effective Date and as of the Closing Date, except as set forth in the disclosure schedule delivered by Sellers to Buyer on the date hereof (the “Disclosure Schedule”). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 4.
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANIES. AND THE PURCHASED ASSETS 26 3.1 Organization and Qualification 26 3.2 Authority, Power and Enforceability 27 3.3 No Conflicts; Required Filings and Consents 27 3.4 Capitalization; Subsidiaries 27 3.5 Financial Statements 28 3.6 Material Payors and Material Suppliers 29 3.7 Absence of Changes 29 3.8 Leased Real Property 32 3.9 Title to Assets; Sufficiency and Condition of Assets; Equipment 33 3.10 Agreements, Contracts and Commitments 34 3.11 Intellectual Property 36 3.12 Absence of Litigation; Proceedings 38 3.13 Compliance with Laws and Regulations; Permits 38 3.14 Information Privacy and Data Security 40 3.15 Taxes 41 3.16 Employees 43 3.17 Employee Benefit Plans 46 3.18 Insurance 47 3.19 Environmental Matters 48 3.20 Affiliate Transactions 48 3.21 No Brokers 48 3.22 Indebtedness 48 3.23 Illegal Payments 48 3.24 International Trade 49 3.25 Investment Company Status 49 3.26 Pandemic Funding 49 3.27 Health and Welfare Laws; Payment Programs 50 3.28 No Other Representations or Warranties 53 SECTION 4. REPRESENTATIONS AND WARRANTIES CONCERNING SELLERS AND BENEFICIAL OWNERS 54 Table of Contents (continued) Page 4.1 Organization and Qualification 54 4.2 Authority, Power and Enforceability 54 4.3 No Conflicts; Required Filings and Consents 54 4.4 Title to Seller Securities 55 4.5 Litigation 55 4.6 No Brokers 55 4.7 Illegal Payments 55 4.8 Regulatory Matters 55 4.9 No Other Representations or Warranties 55 SECTION 5. REPRESENTATIONS AND WARRANTIES CONCERNING BUYERS 56 5.1 Organization 56 5.2 Authority, Power and Enforceability 56 5.3 No Conflicts; Required Filings and Consents 56 5.4 Investment Intent 57 5.5 Litigation 57 5.6 SEC Filings 57 5.7 Equity Consideration Shares 58 5.8 No Brokers 58 5.9 No Other Representations or Warranties 58 SECTION 6. POST-CLOSING COVENANTS AND AGREEMENTS 58 6.1 Confidentiality 58 6.2 Enrollment Termination; Preservation of Records; Treatment of Medical Records 59 6.3 Tax Matters 60 6.4 Non-Competition; Non-Solicitation 64 6.5 Further Assurances 65 6.6 R&W Policy 65 6.7 Asset Seller Bank Accounts 65 6.8 Employee Matters 66 6.9 Dental Assets 67 6.10 Payor Reserves 67 6.11 Affiliated Vehicle Leases 67 SECTION 7. INDEMNIFICATION AND RELATED MATTERS 67 7.1 Survival 67 7.2 Indemnification 68 SECTION 8. SELLERS’ REPRESENTATIVE 74 8.1 Appointment 74 8.2 Authorization 74 8.3 Indemnification of Sellers’ Representative 75 8.4 Reasonable Reliance 75 8.5 Limitations 75 8.6 Removal of Sellers’ Representative; Authority of Sellers’ Representativ...
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