REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGERCO. Each of Buyer and MergerCo hereby, jointly and severally, represents and warrants to the Company as follows: 5.1
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGERCO. Buyer and MergerCo jointly and severally represent and warrant to the Company and the Stockholders’ Representative as of the date hereof that:
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGERCO. 29 5.1 Organization, Standing and Corporate Power...................29 5.2
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGERCO. Except as set forth in the disclosure letter delivered by Buyer to the Company simultaneously with the execution of this Agreement (the “Buyer Disclosure Letter”), Buyer and MergerCo jointly and severally represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGERCO. In order to induce Parent and the Company to enter into this Agreement, Buyer and MergerCo hereby make the following representations and warranties to Parent and the Company as of the date hereof and as of the Closing Date, subject to such exceptions as are set forth in the schedules attached hereof referencing to the corresponding subsections of Article IV of this Agreement (the “Buyer Disclosure Schedule”). Each of the applicable disclosures listed in the Buyer Disclosure Schedule shall reference the appropriate section and, if applicable, subsection of this Article IV hereof to which it relates and each of which disclosures shall be deemed to be incorporated by reference into the representations and warranties made in this Article IV; provided, that any information disclosed under any paragraph of the Buyer Disclosure Schedule shall be deemed disclosed and incorporated into any other section, subsection, paragraph and clause of Article IV hereof, but only to the extent it is reasonably apparent that such disclosure is relevant to such other section, subsection, paragraph or clause of Article IV hereof.
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGERCO. Each of the representations and warranties of Buyer and MergerCo set forth in this Agreement that contain any Materiality Qualifiers shall be true and correct in all respects as of the date hereof and as of the Closing Date (except to the extent such representations and warranties expressly relate to a specific earlier date in which case such representations and warranties shall be true and correct in all respects as of such date), and each of the other representations and warranties of Buyer and MergerCo set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date (except to the extent such representations and warranties expressly relate to a specific earlier date in which case such representations and warranties shall be true and correct in all material respects as of such date).
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGERCO. 4.1 ORGANIZATION, STANDING AND CORPORATE POWER. ...........26 4.2 AUTHORITY; NONCONTRAVENTION; CONSENTS. ................27 4.
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGERCO. Buyer and MergerCo hereby jointly and severally make to the Company the representations and warranties contained in this Article V.
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGERCO. Xxxxx and MergerCo hereby jointly and severally represent and warrant to Company as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGERCO. Buyer and MergerCo jointly and severally represent and warrant to the Company:
