Representations and Warranties of Seller and Buyer. (A) In addition to any other representations and warranties contained in this Agreement, Seller represents and warrants to Buyer that:
Representations and Warranties of Seller and Buyer. The Seller and the Corporation represent and warrant to the Buyer, as of the date of this Agreement and as of the Closing Date (as if such representations and warranties were remade on the Closing Date). As follows:
Representations and Warranties of Seller and Buyer. Seller and Buyer hereby present and warrant that there has been no act or omission by Seller or Buyer that would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.
Representations and Warranties of Seller and Buyer. As an inducement to the Buyer to enter into this Agreement, Seller represents and warrants to Buyer as follows:
Representations and Warranties of Seller and Buyer. Seller and Buyer hereby represent and warrant as follows:
Representations and Warranties of Seller and Buyer. SECTION 4.01.
Representations and Warranties of Seller and Buyer. Seller hereby represents and warrants to Buyer, which representations and warranties shall be true and correct as of the date hereof and as of the Closing Date and shall survive Closing, that:
Representations and Warranties of Seller and Buyer. Each of Seller and Buyer represents and warrants to the other that it is the explicit intent of each party hereto that Seller and Buyer are making no representation or warranty whatsoever, express or implied, including any implied warranty as to condition, merchantability or suitability, as to the properties, assets or future prospects or performance of the Company Entities (as defined in the Budget Stock Purchase Agreement), the Buyer Entities or such properties or assets and that Buyer is taking the Company Entities, and Seller is taking the Equity Consideration, respectively, "as is" and "where is," except for the express representations and warranties of the Company in the Budget Stock Purchase Agreement or in any schedule or exhibit thereto, or in any certificate, document or other instrument contemplated thereby and delivered in connection therewith and the express representations and warranties of Buyer herein or in any schedule or exhibit hereto, or in any certificate, document or other instrument contemplated hereby and delivered in connection herewith, respectively.
Representations and Warranties of Seller and Buyer. Seller represents and warrants to the Company that (a) Seller is the sole record owner and is the beneficial owner of the Shares; (b) other than Seller, no person has a right to acquire or direct the disposition, or holds a proxy or other right to vote or direct the vote, any of the Shares; (c) Seller has good and valid title to the Shares, free and clear of any Encumbrances, (d) the sale by Seller of the Shares and the delivery of the Shares to the Company against receipt of payment to Seller under this Agreement will transfer to the Company good and valid title to the Shares, free and clear of all Encumbrances, and (e) this Agreement has been duly executed and delivered by Seller and constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. Buyer represents and warrants to Seller that this Agreement has been duly executed and delivered by Buyer and constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms.
Representations and Warranties of Seller and Buyer. Each of Seller and Buyer represents and warrants to the other that it is the explicit intent of each party hereto that Seller is making no representation or warranty whatsoever, express or implied, including any implied warranty as to condition, merchantability or suitability, as to the properties, assets or future prospects or performance of the Company or any of the Company Entities (as defined in the BCorp. Stock Purchase Agreement) or such properties or assets, and that Buyer is taking the Company Entities "as is" and "where is," except for the express representations and warranties of the Company in the BCorp. Stock Purchase Agreement or in any schedule or exhibit thereto, or in any certificate, document or other instrument contemplated thereby and delivered in connection with therewith. Seller shall have no responsibility for or liability with respect to any representation, warranty or covenant of the Company or the Buyer Designator.
