REPRESENTATIONS AND WARRANTIES OF SELLER AND PARENT. Seller and Parent jointly and severally represent and warrant to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND PARENT. Seller and Parent hereby jointly and severally represent and warrant to Purchaser and ICF as of the date of this Agreement and, if the Closing occurs, as of the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND PARENT. Seller and Parent each hereby represents and warrants, jointly and severally, to Buyer that, except as set forth in the disclosure schedule attached as Schedule A:
REPRESENTATIONS AND WARRANTIES OF SELLER AND PARENT. As an inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, Seller and Parent jointly and severally represent and warrant to Buyer and agree as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND PARENT. Each of Seller and Parent, as applicable, represents and warrants to Purchaser that the statements contained in this Article II are true and correct, except as set forth in the schedules provided by Seller and Parent to Purchaser dated the date hereof (the “Disclosure Schedules”). Each disclosure set forth in the Disclosure Schedules is identified by reference to, or has been grouped under a heading referring to, a specific individual section of this Agreement and disclosure made pursuant to any section thereof shall be deemed to be disclosed on each of the other sections of the Disclosure Schedules to the extent the applicability of the disclosure to such other section is reasonably apparent from the disclosure made; provided, that, except as otherwise provided in this Agreement, Seller shall not be required to identify or refer to specific individual subsections of this Agreement in the Disclosure Schedules. The inclusion of any information in the Disclosure Schedules (or any update thereto) shall not be deemed to be an admission or acknowledgment, in and of itself, that such information is required by the terms hereof to be disclosed, is material to the Business, has resulted in or would result in a Material Adverse Effect or is outside the ordinary course of business.
REPRESENTATIONS AND WARRANTIES OF SELLER AND PARENT. Seller and Parent, jointly and severally, represent and warrant to Buyer as follows (except as set forth on Schedule 2.01, which exceptions shall be deemed to be representations and warranties as if made hereunder):
REPRESENTATIONS AND WARRANTIES OF SELLER AND PARENT. Each of Seller and/or Parent, or whichever thereof is referred to or as the circumstances require (and, if both, then jointly and severally), represents and warrants to the Buyer and Owners as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND PARENT. Each of the Sellers and Parent jointly and severally represent and warrant to Buyer that the following were true, complete and correct as of the Effective Date of this Agreement and are true, complete and correct as of the Execution Date and Closing Date of this Agreement:
REPRESENTATIONS AND WARRANTIES OF SELLER AND PARENT. Except as set forth in the disclosure schedule attached hereto as EXHIBIT F and referencing the specific section of this Article 3 (the "Disclosure Schedule"), the Seller and Parent, jointly and severally, hereby represent and warrant to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND PARENT. Except as specifically set forth in the schedules attached hereto prepared by Seller or Parent, Seller and Parent, jointly and severally, represent and warrant to Buyer that all of the statements contained in this Article 4 are true and correct as of the Execution Date and will be true and correct as of the Closing Date as though made on the Closing Date, except as modified or amended from time to time in writing to Buyer or as otherwise provided. Each schedule prepared by Seller or Parent attached hereto specifically refers to the particular section or subsection of this Agreement to which the information set forth in such schedule relates; any information set forth in a schedule attached hereto prepared by Seller or Parent shall be deemed to apply to each other section or subsection thereof or hereof to which its relevance is readily apparent on its face. No reference to or disclosure of any item or other matter set forth in the schedules attached hereto prepared by Seller or Parent shall be construed as an admission or indication that (i) such item or other matter is material, that it could have a Material Adverse Effect or that such item or other matter is required to be referred to or disclosed in such schedule, or (ii) such agreement or document is enforceable or currently in effect or that there are any obligations remaining to be performed or any rights that may be exercised under such agreement or document. No disclosure in the schedules attached hereto prepared by Seller and Parent relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The schedules attached hereto prepared by Seller or Parent are qualified in their entirety by any materials or information provided to Buyer or any of its Affiliates by Seller or any of its Affiliates as part of the due diligence process (including, without limitation, the Due Diligence Materials and Property Information) or otherwise in connection with this Agreement; provided, however, that in the event Buyer fails to review any such material or information due to Seller’s gross negligence, such material or information shall not qualify the schedules attached hereto.
