REPRESENTATIONS AND WARRANTIES OF SELLER AND SELLER MEMBERS. As an inducement to Buyer to enter into this Agreement, each of Seller and the Seller members, jointly and severally, hereby represents and warrants to Buyer on the date hereof and as of the Closing Date as follows in this Article V. The representations and warranties set forth in this Article V shall be unaffected by any investigation by Buyer, or the actual or imputed knowledge of Buyer, other than as specifically set forth in the disclosure schedules attached hereto.
REPRESENTATIONS AND WARRANTIES OF SELLER AND SELLER MEMBERS. The representations and warranties of Seller and Seller Members contained herein, shall be true and correct in all material respects (provided that any of such representations and warranties that are qualified as to materiality shall be true, correct and complete in all respects) as of the Closing Date.
REPRESENTATIONS AND WARRANTIES OF SELLER AND SELLER MEMBERS. Seller and Seller Members, jointly and severally (subject to Section 10.6), represent and warrant to Parent and Buyer that the statements contained in this Article III are true and correct, except as specifically set forth herein or in the correspondingly numbered section of the disclosure schedule delivered by Seller to Parent and Buyer and dated as of the date of this Agreement (the “Seller Disclosure Letter”).
REPRESENTATIONS AND WARRANTIES OF SELLER AND SELLER MEMBERS. 12 3.1 Organization, Standing and Power 12 3.2 Capitalization 13 3.3 No Subsidiaries 13 3.4 Authority; No Conflict; Required Filings and Consents 13 3.5 Financial Statements; Indebtedness 14 3.6 Absence of Certain Changes 15 3.7 No Undisclosed Liabilities 16 3.8 Organizational Documents 16 3.9 Taxes; Unclaimed Property 16 3.10 Properties 17 3.11 Sufficiency of Assets 24 3.12 Intellectual Property 24 3.13 Software and Information Technology 25 3.14 Contracts 26 3.15 Vendors and Suppliers 29 3.16 Insurance 29 3.17 Litigation 29 3.18 Environmental Matters 29 3.19 Employee Benefit Plans 30 3.20 Compliance with Law 32 3.21 Employee and Labor Matters 33 3.22 Related-Party Transactions 34 3.23 Business Collateral 35 3.24 Home Warranty Obligations 35 3.25 Covenants, Conditions and Restrictions 35 3.26 Retail Sales Contracts 35 3.27 Homeowners’ Associations 36 3.28 Disclosure 36 3.29 No Brokers; Fees 36
REPRESENTATIONS AND WARRANTIES OF SELLER AND SELLER MEMBERS. 11 3.1 Organization, Standing and Power 11 3.2 Capitalization 12 3.3 Subsidiaries 12
REPRESENTATIONS AND WARRANTIES OF SELLER AND SELLER MEMBERS. As a material inducement to the Buyer to enter into this Agreement, the Seller and the Seller Members represent, warrant, and covenant to the Buyer that each and all of the representations, warranties and statements made by the Seller and/or the Seller Members in this Agreement (including, but not limited to, the following representations and warranties in this Article 5) are true, correct and complete as of the date of this Agreement and shall be true, correct and complete as of the Closing Date. The representations and warranties of the Seller are based on the Seller’s Knowledge.
REPRESENTATIONS AND WARRANTIES OF SELLER AND SELLER MEMBERS. Seller and the Seller Members acknowledge that Buyer is relying on the accuracy of the representations and warranties contained in this Article 3 and that such representations and warranties are given in order to induce Buyer to enter into this Agreement and consummate the Contemplated Transactions. Accordingly, as between Seller and the Seller Members, collectively, both jointly and severally represent and warrant to Buyer, and, as among the Seller Members, each severally represents and warrants to Buyer, as follows:
