Common use of REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY Clause in Contracts

REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY. As a material inducement to Xxxxxxx and Acquisition Sub to enter into this Agreement and consummate the transactions contemplated hereby, the Company and the Company Executives hereby jointly and severally represent and warrant to Xxxxxxx and Acquisition Sub that all of the statements contained in this Section 3.1 are correct and complete as of the date of this Agreement, and hereby covenant that said statements will be correct and complete as of the Merger Date (as though made as of the Merger Date and as though the Merger Date were substituted for the date of this Agreement throughout such statements provided that the representations and warranties made as of a specified date will be true and correct as of such date), except, in each case, as set forth in the schedule delivered concurrently with this Agreement setting forth exceptions to the representations and warranties set forth herein (the "Disclosure Schedule"). The Disclosure Schedule is arranged in sections corresponding to the numbered and lettered sections contained in this Section 3.1, and no matter disclosed with respect to one section shall be deemed to be an exception to another section unless the applicability of such item to such other section is reasonably apparent. Notwithstanding anything herein to the contrary, the disclosure of any contract agreement, arrangement or understanding herein shall not affect or qualify any representation with respect to the effectiveness or enforceability of such contract, agreement, arrangement or understanding or the absence of breaches or defaults thereunder, unless otherwise specifically disclosed.

REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY. As a material inducement to Xxxxxxx and Acquisition Sub to enter into this Agreement and consummate the transactions contemplated hereby, the Company The Seller and the Company Executives hereby Company, jointly and severally severally, represent and warrant to Xxxxxxx and Acquisition Sub the Buyer that all of the statements contained in this Section 3.1 2.3 are correct and complete as of the date of this Agreement, Agreement and hereby covenant that said statements will be correct and complete as of the Merger Closing Date (as though made as of the Merger Date then and as though the Merger Closing Date were substituted sub stituted for the date of this Agreement throughout such statements provided that the representations and warranties made as of a specified date will be true and correct as of such datethis Section 2.3), except, in each case, except as set forth in the disclosure schedule to be delivered concurrently with this Agreement setting forth exceptions by the Seller to the representations Buyer on the Closing Date hereof and warranties set forth herein initialed by the Parties (the "DISCLOSURE SCHEDULE"). Nothing in the Disclosure Schedule"Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein unless the Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other item itself). The Disclosure Schedule is will be arranged in sections paragraphs corresponding to the lettered and numbered and lettered sections paragraphs contained in this Section 3.1, and no matter disclosed with respect to one section shall be deemed to be an exception to another section unless the applicability of such item to such other section is reasonably apparent. Notwithstanding anything herein to the contrary, the disclosure of any contract agreement, arrangement or understanding herein shall not affect or qualify any representation with respect to the effectiveness or enforceability of such contract, agreement, arrangement or understanding or the absence of breaches or defaults thereunder, unless otherwise specifically disclosed2.3.

REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY. As a material inducement Except as set forth in the attached Disclosure Schedules, each Seller hereby represents and warrants to Xxxxxxx and Acquisition Sub to enter into this Agreement and consummate the transactions contemplated hereby, the Company and the Company Executives hereby jointly and severally represent and warrant to Xxxxxxx and Acquisition Sub Buyer that all of the statements contained in this Section 3.1 4 are correct and complete as of the date of this Agreement, Agreement and hereby covenant that said statements will be correct and complete as of the Merger Closing Date (as though made as of the Merger Date then and as though the Merger Closing Date were substituted for the date of this Agreement throughout such statements provided that the representations and warranties made as this Section 4, except where another date or period of time is specifically stated herein for a specified date will be true and correct as of such date), except, in each case, as set forth in the schedule delivered concurrently with this Agreement setting forth exceptions to the representations and warranties set forth herein (the "Disclosure Schedule"representation or warranty). The Disclosure Schedule is Schedules shall be arranged in sections corresponding according to the numbered and lettered sections contained paragraphs in this Section 3.14, and no matter disclosed with respect any disclosure shall qualify (x) the corresponding paragraph in this Section 4 and (y) any other paragraph(s) in this Section 4 only to one section the extent that such disclosure clearly states that it also qualifies or applies to such other paragraph(s). Each Seller and the Company hereby acknowledge that nothing in the Disclosure Schedules shall be deemed adequate to be disclose an exception to another section a representation or warranty made herein, unless the applicability applicable Disclosure Schedule(s) identifies such exception with particularity and describes the relevant facts in detail. Without limiting the generality of such item to such other section is reasonably apparent. Notwithstanding anything herein to the contraryforegoing, the disclosure mere listing (or inclusion of any contract agreement, arrangement a copy) of a document or understanding herein other item shall not affect be deemed adequate to disclose an exception to a representation or qualify any warranty made herein (unless the representation or warranty has to do with respect to the effectiveness existence of the document or enforceability of such contract, agreement, arrangement or understanding or the absence of breaches or defaults thereunder, unless otherwise specifically disclosedother item itself).

REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY. As a material inducement to Xxxxxxx and Acquisition Sub to enter into this Agreement and consummate the transactions contemplated hereby, the Company and the Company Executives hereby jointly and severally Sellers represent and warrant to Xxxxxxx the Buyers that except as set forth in the schedules to the subsections of this Section 4 delivered by the Sellers to Buyers on the date hereof (such schedules hereinafter collectively referred to as the "Disclosure Schedules" and Acquisition Sub that all of individually as a "Disclosure Schedule") the statements contained in this Section 3.1 4: (i) are correct and complete as of the date of this Agreement, and hereby covenant that said statements ; (ii) will be correct and complete as of the Merger Date Closing Date, including with respect to any assets acquired by, or transferred to, the Company after the date hereof (as though made as of the Merger Date then and as though the Merger Closing Date were substituted for the date of this Agreement throughout such statements provided that this Section 4); and (iii) shall survive the representations and warranties made as of a specified date will be true and correct as of such date), except, in each case, as set forth Closing. Nothing in the schedule delivered concurrently with this Agreement setting forth exceptions to the representations and warranties set forth herein (the "Disclosure Schedule"). The Disclosure Schedule is arranged in sections corresponding to the numbered and lettered sections contained in this Section 3.1, and no matter disclosed with respect to one section Schedules shall be deemed adequate to be disclose an exception to another section a representation or warranty made herein, however, unless the applicability Disclosure Schedule sufficiently identifies the exception and describes the relevant facts in reasonable detail. Without limiting the generality of such item to such other section is reasonably apparent. Notwithstanding anything herein to the contraryforegoing, the disclosure mere listing (or inclusion of any contract agreement, arrangement a copy) of a document or understanding herein other item shall not affect be deemed adequate to disclose an exception to a representation or qualify any warranty made herein (unless the representation or warranty has to do with respect to the effectiveness existence of the document or enforceability of such contract, agreement, arrangement or understanding or the absence of breaches or defaults thereunder, unless otherwise specifically disclosedother item itself).

REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY. As a material inducement to Xxxxxxx and Acquisition Sub to enter into this Agreement and consummate the transactions contemplated hereby, the Company and the Company Executives hereby jointly and severally The Sellers represent and warrant to Xxxxxxx and Acquisition Sub the Buyer that all of the statements contained in this Section 3.1 4 are correct and complete as of the date of this Agreement, Agreement and hereby covenant that said statements will be correct and complete as of the Merger Closing Date (as though made as of the Merger Date then and as though the Merger Closing Date were substituted for the date of this Agreement throughout such statements provided that the representations and warranties made as of a specified date will be true and correct as of such datethis Section 4), except, in each case, except as set forth in the disclosure schedule delivered concurrently with this Agreement setting forth exceptions by Sellers to Buyer on the representations and warranties set forth herein date hereof (the "Company Disclosure Schedule"). The Nothing in the Company Disclosure Schedule is shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the Company Disclosure Schedule identifies the exception with particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other item itself). The Company Disclosure Schedule will be arranged in sections paragraphs corresponding to the lettered and numbered and lettered sections paragraphs contained in this Section 3.1, and no matter disclosed with respect to one section shall be deemed to be an exception to another section unless the applicability of such item to such other section is reasonably apparent. Notwithstanding anything herein to the contrary, the disclosure of any contract agreement, arrangement or understanding herein shall not affect or qualify any representation with respect to the effectiveness or enforceability of such contract, agreement, arrangement or understanding or the absence of breaches or defaults thereunder, unless otherwise specifically disclosed4.

REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY. As a material inducement to Xxxxxxx and Acquisition Sub to enter into this Agreement and consummate the transactions contemplated hereby, the Company and the Company Executives hereby The Shareholders jointly and severally represent and warrant to Xxxxxxx and Acquisition Sub Parent that all of the statements contained in this Section 3.1 SECTION 4 are correct and complete as of the date of this Agreement, Agreement and hereby covenant that said statements will be correct and complete as of the Merger Date Closing Date, including with respect to any assets acquired by, or transferred to, the Company after the date hereof (as though made as of the Merger Date then and as though the Merger Closing Date were substituted for the date of this Agreement throughout such statements provided that the representations and warranties made as of a specified date will be true and correct as of such datethis SECTION 4), except, in each case, except as set forth in the disclosure schedule delivered concurrently with this Agreement setting forth exceptions by the Shareholders to Parent on the representations and warranties set forth herein date hereof (the "DISCLOSURE SCHEDULE"). Nothing in the Disclosure Schedule"Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the Disclosure Schedule identifies the exception in reasonable detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other item itself). The Disclosure Schedule is will be arranged in sections corresponding to the numbered and lettered sections paragraphs contained in this Section 3.1, and no matter disclosed with respect to one section shall be deemed to be an exception to another section unless the applicability of such item to such other section is reasonably apparent. Notwithstanding anything herein to the contrary, the disclosure of any contract agreement, arrangement or understanding herein shall not affect or qualify any representation with respect to the effectiveness or enforceability of such contract, agreement, arrangement or understanding or the absence of breaches or defaults thereunder, unless otherwise specifically disclosedAgreement.

REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY. As a material inducement to Xxxxxxx and Acquisition Sub to enter into this Agreement and consummate Except as set forth in the transactions contemplated herebyattached Disclosure Schedules, the Company Seller hereby represents and warrants to the Company Executives hereby jointly and severally represent and warrant to Xxxxxxx and Acquisition Sub Buyer that all of the statements contained in this Section 3.1 4 are correct and complete as of the date of this Agreement, Agreement and hereby covenant that said statements will be correct and complete as of the Merger Closing Date (as though made as of the Merger Date then and as though the Merger Closing Date were substituted for the date of this Agreement throughout such statements provided that the representations and warranties made as this Section 4, except where another date or period of time is specifically stated herein for a specified date will be true and correct as of such date), except, in each case, as set forth in the schedule delivered concurrently with this Agreement setting forth exceptions to the representations and warranties set forth herein (the "Disclosure Schedule"representation or warranty). The Disclosure Schedule is Schedules shall be arranged in sections corresponding according to the numbered and lettered sections contained paragraphs in this Section 3.14, and no matter disclosed with respect any disclosure shall qualify (x) the corresponding paragraph in this Section 4 and (y) any other paragraph(s) in this Section 4 only to one section the extent that such disclosure clearly states that it also qualifies or applies to such other paragraph(s). The Seller and the Company hereby acknowledge that nothing in the Disclosure Schedules shall be deemed adequate to be disclose an exception to another section a representation or warranty made herein, unless the applicability applicable Disclosure Schedule(s) identifies such exception with particularity and describes the relevant facts in detail. Without limiting the generality of such item to such other section is reasonably apparent. Notwithstanding anything herein to the contraryforegoing, the disclosure mere listing (or inclusion of any contract agreement, arrangement a copy) of a document or understanding herein other item shall not affect be deemed adequate to disclose an exception to a representation or qualify any warranty made herein (unless the representation or warranty has to do with respect to the effectiveness existence of the document or enforceability of such contract, agreement, arrangement or understanding or the absence of breaches or defaults thereunder, unless otherwise specifically disclosedother item itself).

REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY. As a material inducement The Seller represents and warrants to Xxxxxxx and Acquisition Sub to enter into this Agreement and consummate the transactions contemplated hereby, the Company and the Company Executives hereby jointly and severally represent and warrant to Xxxxxxx and Acquisition Sub Buyer that all of the statements contained in this Section 3.1 (S)4 are correct and complete as of the date of this Agreement, Agreement and hereby covenant that said statements will be correct and complete as of the Merger Closing Date (as though made as of the Merger Date then and as though the Merger Closing Date were substituted for the date of this Agreement throughout such statements provided that the representations and warranties made as of a specified date will be true and correct as of such datethis (S)4), except, in each case, except as set forth in the disclosure schedule delivered concurrently with this Agreement setting forth exceptions by the Seller to the representations Buyer on the date hereof and warranties set forth herein initialed by the Parties (the "Disclosure Schedule"). Nothing in the ------------------- Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the Disclosure Schedule identifies the exception with particularity, identifies each subsection of this Section 4 to which the exception relates, and describes the relevant facts in detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other item itself). The Disclosure Schedule is will be arranged in sections paragraphs corresponding to the lettered and numbered and lettered sections paragraphs contained in this Section 3.1, and no matter disclosed with respect to one section shall be deemed to be an exception to another section unless the applicability of such item to such other section is reasonably apparent. Notwithstanding anything herein to the contrary, the disclosure of any contract agreement, arrangement or understanding herein shall not affect or qualify any representation with respect to the effectiveness or enforceability of such contract, agreement, arrangement or understanding or the absence of breaches or defaults thereunder, unless otherwise specifically disclosed(S)4.