REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE SHAREHOLDERS. The Shareholders and Company, jointly and severally, hereby represent and warrant to Acquiror as follows:
REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE SHAREHOLDERS. All representations, warranties and covenants of the Company and the Shareholders contained in this Agreement will survive the Closing and remain operative and in full force and effect, regardless of any investigation made by or on behalf of the parties to this Agreement until the date of QuadraMed's first audited financial statements containing combined operations of QuadraMed and the Company for claims that could reasonably be discovered during such audit, and, for claims that could not reasonably be discovered during such audit, until one (1) year from the date of the Closing (the "Survival Period") and, thereafter, to the extent a claim is made prior to the expiration of the Survival Period with respect to any breach of such representation, warranty or covenant, until such claim is finally determined or settled, whereupon such representation, warranties and covenants will expire.
REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE SHAREHOLDERS. Company and the Shareholders, jointly and severally, represent and warrant to Parent and Subsidiary as follows:
REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE SHAREHOLDERS. 15 5.1. Organization and Good Standing..............................................15 5.2. Authority; No Conflict......................................................15 5.3. Capitalization..............................................................16 5.4. Financial Statements........................................................17 5.5.
REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE SHAREHOLDERS. Company and the Shareholders jointly and severally represent and warrant to, and agree with, Bristol, Purchaser and Surviving Corporation that (except for changes contemplated by this Agreement), each of the following statements is true, correct and complete as of the date of this Agreement and will be true, correct and complete as of the Closing Date (each such statement to be made again by Company and the Shareholders on that date with the Closing Date being substituted for the date of this Agreement throughout this Article 2):
REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE SHAREHOLDERS. Company and the Shareholders hereby jointly and severally represent and warrant to Purchaser as of the date hereof as follows:
REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE SHAREHOLDERS. The Company and the Shareholders hereby represent and warrant to Ebank as follows:
REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE SHAREHOLDERS. Company and the Shareholders hereby jointly and severally represent and warrant to Parent and Acquisition Sub as of the date hereof as follows:
REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE SHAREHOLDERS. Except as disclosed on the schedules (the "Disclosure Schedules") attached hereto, the Company and the Shareholders jointly and severally represent and warrant as of the date hereof and as of the Closing, to Purchasers as follows, provided, however, that each Shareholder other than Artuxx (Xxke) Sancxxx, xxkes the representations and warranties below only to the best of such Shareholder's knowledge all except as otherwise noted herein:
REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE SHAREHOLDERS. Except as otherwise specifically described in the disclosure schedule (the “Disclosure Schedule”) delivered to Purchaser and Calavo by the Sellers concurrently with, or prior to, the execution and delivery of this Agreement, Sellers jointly and severally represent and warrant to Purchaser and Calavo that the following representations and warranties (in addition to any representations and warranties made by any of them elsewhere in this Agreement) are accurate and complete as of the date of this Agreement:
