REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE SHAREHOLDER. Company and the Shareholder hereby severally, and not jointly, represent and warrant to TCA CRESENT as of the date hereof and as of the Closing Date that:
REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE SHAREHOLDER. The Company and Xxxxxxx Xxxxx, the principal shareholder of TRIMFAST, Inc., represent and warrant to Buyer that:
REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE SHAREHOLDER. The Company and Shareholder each represents and warrants to Buyer that, except as set forth in the letter addressed to Buyer from Shareholder and Company and dated as of the Agreement Date, including all schedules thereto (which, subject to Section 13.15, shall specifically reference the Sections of this Agreement to which the specific items of disclosure therein constitute an exception) which has been delivered by Shareholder and Company to Buyer concurrently with the parties' execution of this Agreement (the "DISCLOSURE LETTER"), each of the representations, warranties and statements contained in this Section 4 is true and correct. For purposes of this Agreement, the statements contained in the Disclosure Letter shall also be deemed to be representations and warranties made and given by Company and Shareholder under Section 4 of this Agreement. For purposes of this Agreement, the term "KNOWLEDGE," when used with reference to (a) an individual, means the actual knowledge after reasonable inquiry of such individual, or (b) a person that is not an individual, means the collective actual knowledge of the officer(s) or legal or financial personnel of such party who bear the management responsibility with respect to the Subject matter to which such knowledge applies after reasonable inquiry of such officer(s), directors or legal or financial personnel of such party. "MATERIAL ADVERSE CHANGE" or "MATERIAL ADVERSE EFFECT," when used with reference to any entity or group of related entities, means any event, change, violation, inaccuracy, circumstance or effect (regardless of whether or not such events or changes are inconsistent with the representations or warranties made by such party in this Agreement) that is or is reasonably likely to be, individually or in the aggregate, materially adverse to the condition (financial or otherwise), properties, assets, employees, business, prospects or results of operations of such entity, taken as a whole; provided, that in no event shall a Material Adverse Change or Material Adverse Effect be deemed to include changes in the price of Shareholder's securities quoted on any applicable securities market.
