REPRESENTATIONS AND WARRANTIES OF COMPANY AND STOCKHOLDER. Except as set forth in the Company Disclosure Letter attached to this Agreement (the "Company Disclosure Letter"), the Company and the Stockholder, jointly and severally, represent and warrant to the Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF COMPANY AND STOCKHOLDER. Each of the Company and the Stockholder jointly and severally represents and warrants that all of the following representations and warranties in this Section 4(A) are true at the date of this Agreement and, subject to Section 6.8 hereof, shall be true at the time of Closing and the Funding and Consummation Date. Each of the Company and the Stockholder agrees that such representations and warranties shall survive the Funding and Consummation Date for a period of two years (the last day of such period being the "Expiration Date"), except that (i) the warranties and representations set forth in Section 4.22 hereof shall survive until such time as the limitations period has run for all Tax periods ended on or prior to or including the Funding and Consummation Date, which shall be deemed to be the Expiration Date for Section 4.22, (ii) the warranties and representations set forth in Section 4.29(c) hereof shall survive until such time as the limitations period has run for determining the Tax treatment of the transaction contemplated herein, and (iii) solely for purposes of determining whether a claim for indemnification under Section 10.1(iii) hereof has been made on a timely basis, and solely to the extent that in connection with the IPO, QSI actually incurs liability under the 1933 Act, the 1934 Act, or any other federal or state securities laws as a result of a breach of a representation or warranty by the Company or Stockholder, the representations and warranties set forth herein shall survive until the expiration of any applicable limitations period, which shall be deemed to be the Expiration Date for such purposes. For purposes of this Section 4, the term "Company" shall mean and refer to the Company and all of its Subsidiaries.
REPRESENTATIONS AND WARRANTIES OF COMPANY AND STOCKHOLDER. (A) Representations and Warranties of the COMPANY and the STOCKHOLDER.
REPRESENTATIONS AND WARRANTIES OF COMPANY AND STOCKHOLDER. The COMPANY and each of the Stockholder jointly and severally represent and warrant that all of the following representations and warranties in this Section 3 are true at the date of this Agreement and shall be true at the time of the Closing, except as set forth in the disclosure schedule accompanying this Agreement (the "Disclosure Schedule"), and that such representations and warranties shall survive the Closing Date.
REPRESENTATIONS AND WARRANTIES OF COMPANY AND STOCKHOLDER. 4 Section 2.1 Organization, Qualification and Corporation Power 4 Section 2.2 Capitalization; Subsidiaries 5
REPRESENTATIONS AND WARRANTIES OF COMPANY AND STOCKHOLDER. Except as set forth in the Company Disclosure Letter (including an identification by section reference to the representations and warranties to which such exceptions and qualifications relate, subject to Section 10.15), Company and Stockholder hereby represent and warrant to Buyer and Merger Sub the following (Buyer and Stockholder acknowledge that the transactions contemplated by the Contribution Agreement will occur immediately prior to the Closing, and accordingly, the representations and warranties as to the Company's assets, liabilities and Contracts are made immediately following the consummation of the transactions contemplated by the Contribution Agreement where it is appropriate from the context for such representations and warranties to be made at such time):
REPRESENTATIONS AND WARRANTIES OF COMPANY AND STOCKHOLDER. Each of the COMPANY and the STOCKHOLDER jointly and severally represents and warrants that all of the following representations and warranties in this Section 5(A) are true at the date of this Agreement and, subject to Section 7.8 hereof, shall be true at the time of Pre-Closing and the Closing Date. Each of the COMPANY and the STOCKHOLDER agrees that such representations and warranties shall survive the Closing Date for a period of two years (the last day of such period being the "Expiration Date"), except that (i) the warranties and representations set forth in Section 5.23 hereof shall survive until such time as the limitations period has run for all Tax periods ended on or prior to the Closing Date, which shall be deemed to be the Expiration Date for Section 5.23 and (ii) solely for purposes of determining whether a claim for indemnification under Section 11.1(iii) hereof has been made on a timely basis, and solely to the extent that in connection with the IPO, VPI actually
REPRESENTATIONS AND WARRANTIES OF COMPANY AND STOCKHOLDER. In connection with the purchase and sale of the Company Stock under this Agreement and in order to induce Citadel to enter into and consummate the transactions contemplated by this Agreement, the Company and the Stockholder jointly and severally make the following representations and warranties to Citadel, as of the date of this Agreement and as of the date of the Closing (except for representations and warranties expressly and specifically relating to a time or times other than the date hereof or thereof, which shall be made as of the specified time or times):
REPRESENTATIONS AND WARRANTIES OF COMPANY AND STOCKHOLDER. Except as set forth in the Company Disclosure Letter, the Company and the Stockholder, jointly and severally, represent and warrant to the Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF COMPANY AND STOCKHOLDER. To induce Genesis to enter into this Agreement and consummate the transactions contemplated hereby, the Company and Stockholder, jointly and severally, represents and warrants to Genesis as follows (for purposes of this Agreement, the phrases "knowledge of Company" or "Company's knowledge," or words of similar import, mean the knowledge of the Stockholder and the directors and officers the Company and each of its Subsidiaries (as defined below), including facts of which the directors and officers, in the reasonably prudent exercise of their duties, should be aware):
