REPRESENTATIONS AND WARRANTIES OF MANAGEMENT. 4.1 Organization and Good Standing; Formation; Subsidiaries
REPRESENTATIONS AND WARRANTIES OF MANAGEMENT. Except for the provisions as set forth in Article 3 above, the Sellers in charge as Managing Directors of Element 5 AG, i.e. Xxxxxx Xxxxxxxx, Xxxxxxxxxxx Xxxxxxx, Xxxx Xxxx and Xxxxxxx Xxxx (hereinafter collectively referred to as the “Management”), severally and not jointly (als Teilschuldner), represent and warrant to Buyer by way of an independent promise of guarantee (selbständiges Garantieversprechen) in accordance with sec. 311 para. 1 of the German Civil Code as follows, within the scope and subject to the requirements and limitations provided in Article 7 hereof or otherwise in this Agreement, subject to and as modified by the matters set forth in the Disclosure Schedule as follows:
REPRESENTATIONS AND WARRANTIES OF MANAGEMENT. Subject to Section 12.5, except as set forth in the Management Disclosure Schedule set in Exhibit Q, Management represents and warrants, each in their capacity as a Selling Shareholder, to Purchaser:
REPRESENTATIONS AND WARRANTIES OF MANAGEMENT. Each of JM and JT hereby severally represents and warrants to the Investors that, except as set forth in the Disclosure Letter:
REPRESENTATIONS AND WARRANTIES OF MANAGEMENT. Management represents and warrants as of the date hereof and as of the Closing Date to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF MANAGEMENT. Each of Adaxx, Xhoxxxxx xxd Loexxx xxpresents and warrants to the Company and the Bank, severally and not jointly, that:
REPRESENTATIONS AND WARRANTIES OF MANAGEMENT. MASS PC AND THE COMPANY............ 7 4.1
REPRESENTATIONS AND WARRANTIES OF MANAGEMENT. Mass PC and the ------------------------------------------------------------- Company............................................................ 28 ------- 5.2 Joint and Several Representations and Warranties............................ 28 ------------------------------------------------ ARTICLE VI REPRESENTATIONS AND WARRANTIES OF CENTERPOINT..................................... 28 6.1
REPRESENTATIONS AND WARRANTIES OF MANAGEMENT. Mass PC and the ------------------------------------------------------------- Company. To such Member's actual knowledge, the representations and ------- warranties of Management, Mass PC and the Company set forth in Article IV ---------- of this Agreement are true and correct.
REPRESENTATIONS AND WARRANTIES OF MANAGEMENT. Management hereby makes the following representations and warranties to EMI and Acquisition, each to the best of its knowledge, and subject to the disclosures set forth in the Disclosure Memorandum previously delivered to EMI and Acquisition dated the date of this Agreement (the "Disclosure Memorandum"). Except as specifically noted each of the following representations and warranties give effect to the Partnership Exchange and includes the operations, assets and liabilities of the Partnership.
