REPRESENTATIONS AND WARRANTIES OF PSI. PSI represents and warrants to CEP II that the statements contained in this Article III are true and correct as of the date hereof.
REPRESENTATIONS AND WARRANTIES OF PSI. PSI hereby represents and warrants to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF PSI. PSI hereby represents and warrants to the Company as follows.
REPRESENTATIONS AND WARRANTIES OF PSI. In this Agreement, any reference to any event, change, condition or effect being "material" with respect to any entity or group of entities means any material event, change, condition or effect related to the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations or results of operations of such entity or group of entities. In this Agreement, any reference to a "PSI MATERIAL ADVERSE EFFECT" means any event, change, condition or effect that is materially adverse to the condition (financial or otherwise), properties, assets, liabilities, business, operations or results of operations of PSI and the PSI Subsidiaries (as defined in Section 2.1), taken as a whole, other than any event, change, condition or effect relating to (i) this Agreement or the transactions contemplated hereby or the announcement thereof, (ii) the failure to obtain applicable regulatory or third party consents that may be required in connection with this Agreement or the transactions contemplated hereby, (iii) the United States economy in general, or (iv) the behavioral healthcare industry in general; PROVIDED, however, that a PSI Material Adverse Effect shall include any change in or effect on the business of PSI and the PSI Subsidiaries that is, or is reasonably likely to be, materially adverse to the condition (financial or otherwise), properties, assets, liabilities, business, operations or results of operations of PSI and the PSI Subsidiaries taken as a whole, if such change or effect is significantly more adverse to PSI and the PSI Subsidiaries, taken as a whole, than to the behavioral healthcare industry in general. In this Agreement, any reference to a party's "knowledge" means actual knowledge of such party's officers and directors, provided that such persons shall make due and diligent inquiry of those employees of such party whom such officers or directors reasonably believe would have actual knowledge of the matters represented. Except as disclosed in a document of even date herewith attached as an exhibit to this Agreement and delivered by PSI to PMR prior to the execution and delivery of this Agreement and referring to the representations and warranties in this Agreement (the "PSI DISCLOSURE SCHEDULE"), PSI represents and warrants to PMR and Merger Sub as follows:
REPRESENTATIONS AND WARRANTIES OF PSI. Except as set forth in the disclosure Schedules to this Agreement, which Schedules are incorporated by reference herein, or as disclosed in the PSI Financial Statements, PSI represents and warrants to IVAX that all of the statements contained in this Article 3 are true as of the date of this Agreement (or, if made as of a specified date, as of such date). For purposes of the representations and warranties of PSI contained herein, disclosure in any Schedule of any facts or circumstances shall be deemed to be adequate response and disclosure of such facts or circumstances with respect to all representations and warranties by PSI calling for disclosure of such information, whether or not such disclosure is specifically associated with or purports to respond to one or more or all of such representations or warranties, if it would be clearly apparent to a person other than a member of management of PSI or Phoenix that it is also applicable to such other Schedule. The inclusion of any information in any Schedule or other document delivered by PSI pursuant to this Agreement shall not be deemed to be an admission or evidence of the materiality of such item, nor shall it establish a standard of materiality for any purpose whatsoever.
REPRESENTATIONS AND WARRANTIES OF PSI. 2 2.1 Organization, Standing and Power; Qualification; Subsidiaries....................................... 2 2.2 InterCon Capital Structure.......................................................................... 2 2.3 Authority........................................................................................... 3 2.4
REPRESENTATIONS AND WARRANTIES OF PSI. Except as set forth in the disclosure schedule delivered by PSI to Ascend on or before the date of this Agreement and attached hereto (the "InterCon Disclosure Schedule"), PSI represents and warrants to Ascend as follows:
REPRESENTATIONS AND WARRANTIES OF PSI. Unless otherwise required by the context in which it is used, the term "PSI" as used in this Article III includes PSI and all corporations, partnerships and other entities owned by it entirely or in part, all of which are listed on Schedule 3 attached hereto. PSI represents and warrants the following as of the date hereof and as of the Closing Date. The representations and warranties of PSI are qualified in their entirety by the disclosures included in the Disclosure Letter from PSI to Speex xx even date herewith and as such letter may be supplemented or amended from time to time prior to the Closing Date with the consent of Speex (xxe "PSI Disclosure Letter").
REPRESENTATIONS AND WARRANTIES OF PSI. PSI represents and warrants to the Selling Shareholders, as follows:
REPRESENTATIONS AND WARRANTIES OF PSI. PSI hereby represents and warrants to KPCG as follows:
