REPRESENTATIONS AND WARRANTIES OF SELLER AND OWNER. Seller and Owner, jointly and severally, represent and warrant to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND OWNER. In order to induce Buyer to purchase the Assets, Seller and Owner represent, warrant and agree, jointly and severally, that the following are true and correct as of the date hereof, will remain true and correct as of the Closing Date and shall survive the transfer of assets as contemplated herein:
REPRESENTATIONS AND WARRANTIES OF SELLER AND OWNER. Seller and Owners hereby, jointly and severally, represent and warrant to Buyer and Parent that the statements contained in this Article 3 are true and correct as of the Execution Date and will be true and correct as of the Closing Date as though made again on and as of the Closing Date, except as otherwise set forth in the disclosure schedules provided by Seller to Buyer at the time this Agreement is signed, as amended prior to and at the Closing in accordance with Section 3.25 (the “Disclosure Schedules”). For purposes of this Article 3, “Knowledge,” “Seller’ Knowledge” “Knowledge of Seller, “Known,” or words of similar import shall mean the Actual Knowledge of David E. Xxxxx, Xxxxxxs Xxxxxx, xxx Xxm Garnxx xxx xxx knowledge that each such person would have reasonably obtained in the performance of each such person's duties as Chief Operating Officer or Manager of the Company. The Disclosure Schedules will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 3. Except for those representations and warranties expressly stated in this Agreement, all Assets are being sold “as-is” and the Seller make no representations or warranties of any nature, implied or otherwise, as to the condition of such Assets, the prior maintenance of such Assets or to the fitness of any Asset to serve a specific purpose.
REPRESENTATIONS AND WARRANTIES OF SELLER AND OWNER. The Seller and the Owner, jointly and severally, represent and warrant to the Buyer that all of the representations and warranties set forth on Schedule 2 are true and correct in all respects as of the date of this agreement.
REPRESENTATIONS AND WARRANTIES OF SELLER AND OWNER. As an inducement to Purchaser to enter into this Agreement and to consummate the transactions contemplated hereby, Seller and the Owner, jointly and severally, hereby represent and warrant to the Purchaser, as of the date of this Agreement and as of the Closing Date, that, except as specifically qualified by an exception or disclosure set forth in the letter dated the date hereof and delivered on the date hereof by Seller to Purchaser and as may be updated as provided in Section 5.16, which relates to this Agreement and is designated therein as the Disclosure Letter (the "Disclosure Letter"):
REPRESENTATIONS AND WARRANTIES OF SELLER AND OWNER. 14 5.1 Organization; Good Standing; Qualification 14 5.2 Authority 15 5.3 Adequacy of Authorizations and Permits; Governmental and Third Party Consents 15 5.4 Restrictions on Transaction 16 5.5 Financial Information 16 5.6 Business Changes 16 5.7 Title to Assets; Encumbrances; Insurance Policies 16 5.8 Contracts; No Default; Pending Proposals 17 5.9 Taxes 17 5.10 Labor Relations 18 5.11 Employee Benefits Plans; ERISA 18 5.12 Litigation 21 5.13 Power of Attorney 21 5.14 Agreements, Contracts and Commitments 21 5.15 Subsidiaries, Affiliates and Insiders 22 5.16 Real Property; Environmental Matters 22 5.17 Compliance with Laws 23 5.18 Ownership of Seller’s Stock 23 5.19 Solvency 23 5.20 Brokers or Finders 24 5.21 No Other Representations 24
REPRESENTATIONS AND WARRANTIES OF SELLER AND OWNER. Except as specifically disclosed in the schedules attached hereto (referencing the appropriate section numbers appearing below), Seller and Owner hereby jointly and severally represent and warrant to Buyer, as of the date of this Agreement, as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND OWNER. The representations and warranties of Seller and Owner contained herein, and the disclosures contained in Seller’s Disclosure Schedule, do not contain any statement of a material fact that was untrue when made or omit any information necessary to make any such statement contained therein, in light of the circumstances under which such statement was made, not misleading. To the Seller’s and Owner’s respective Knowledge, the copies of all documents furnished by Seller to Buyer pursuant to the terms of this Agreement are complete and accurate copies of the original documents.
REPRESENTATIONS AND WARRANTIES OF SELLER AND OWNER. As a material inducement to Buyer to enter into this Agreement, to purchase the Purchased Assets and to assume the Assumed Liabilities, Seller and Owner, jointly and severally, hereby represent and warrant (a) as of the date hereof and (b) as of the Closing Date, that:
