REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUBSIDIARY. Parent and Acquisition Subsidiary, jointly and severally, hereby represent and warrant to the Company that:
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUBSIDIARY. Parent and Acquisition Subsidiary hereby represent, warrant and agree, as follows, each of which representations, warranties and agreements shall be deemed to be independently material and to have been relied upon by the Company and the Holders:
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUBSIDIARY. Parent and Acquisition Subsidiary hereby jointly and severally make the following representations and warranties to the Company, each of which is true and correct on the date hereof and on the Closing Date and each of which shall survive the Closing as provided in Section 7.1.
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUBSIDIARY. Parent hereby represents and warrants, as of the date of this Agreement and as of the Closing Date, as follows, each of which representations and warranties shall be deemed to be independently material and to have been relied upon by the Company and the Shareholders:
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUBSIDIARY. Each of Parent and Acquisition Subsidiary hereby makes the following representations and warranties to Company as set forth in this Article IV, each of which is being relied upon by Company as a material inducement to enter into and perform this Agreement. The exceptions disclosed in writing in the disclosure schedules of Parent and Acquisition Subsidiary delivered herewith are referred to herein as the “Parent Disclosure Schedules.”
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUBSIDIARY. Each of Parent and Acquisition Subsidiary represents and warrants to the Company that the statements contained in this Article IV are true and correct, except as set forth in the disclosure schedule provided by Parent and Acquisition Subsidiary to the Company, as of the date hereof (the “Parent Disclosure Schedules”). For purposes of this Article IV, the phrase “to the knowledge of Parent and Acquisition Subsidiary” or any phrase of similar import shall be deemed to refer to the actual knowledge of the executive officers of Parent and Acquisition Subsidiary, as well as any other knowledge which such executive officers would have possessed had they made reasonable inquiry of appropriate officers and employees (whether current or former), agents and affiliates of Parent with respect to the matter in question. Any representations and warranties by or relating to Acquisition Subsidiary shall be deemed to be effective as of the date of the ratification notice it provides to the Company pursuant to the provisions of Section 6.3(d)(iv) hereof.
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUBSIDIARY. The representations and warranties of Parent herein contained shall be true at the Closing Date in all material respects with the same effect as though made at such time; Parent shall in all material respects have performed all obligations and complied with all covenants and conditions required by this Agreement to be performed or complied with by it at or prior to the Closing Date, and Parent shall have delivered to the Company and the Shareholders a certificate of Parent in form and substance satisfactory to the Company and the Shareholders, dated the Closing Date and signed by a duly authorized corporate officer to such effect.
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUBSIDIARY. Subject to Section 12.05, except as set forth in the Parent Disclosure Schedule, Parent and Acquisition Subsidiary, jointly and severally, represent and warrant to the Company that:
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUBSIDIARY. Each of Parent and Acquisition Subsidiary represents and warrants to the Company that the statements contained in this Article IV are true and correct, except as set forth in the disclosure schedule provided by Parent and Acquisition Subsidiary to the Company, as of the date hereof (the “Parent Disclosure Schedules”). For purposes of this Article IV, the phrase “to the knowledge of Parent” or any phrase of similar import shall be deemed to refer to the actual knowledge of the executive officers of Parent, as well as any other knowledge which such executive officers would have possessed had they made reasonable inquiry of appropriate officers and employees (whether current or former), agents and affiliates of Parent with respect to the matter in question.
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUBSIDIARY. Each of Parent and Acquisition Subsidiary represents and warrants to the Company that the statements contained in this Article IV are true and correct, except (i) as set forth in the disclosure schedule provided by Parent and Acquisition Subsidiary to the Company, as of the date hereof (the “Parent Disclosure Schedules”) and (ii) as set forth in the reports of Parent filed with the SEC (referred to as the “SEC Reports”) other than information in the “Risk Factors” or “Forward Looking Statements” section of such SEC Reports. For purposes of this Article IV, the phrase “to the knowledge of Parent” or any phrase of similar import shall be deemed to refer to the actual knowledge of the executive officers of Parent, as well as any other knowledge which such executive officers would have possessed had they made reasonable inquiry of appropriate officers and employees (whether current or former), agents and affiliates of Parent with respect to the matter in question.
