REPRESENTATIONS AND WARRANTIES OF SELLER AND SELLER PARENT. Seller and Seller Parent, jointly and severally, represent and warrant to Purchaser that:
REPRESENTATIONS AND WARRANTIES OF SELLER AND SELLER PARENT. Each of Seller and Seller Parent hereby represents and warrants to Purchaser as of the date hereof and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND SELLER PARENT. Subject to the exceptions set forth on the Schedules delivered by Seller and Seller Parent to Buyer concurrently with the execution of this Agreement (which disclosures shall delineate the section or subsection to which they apply but shall also qualify such other sections or subsections in this Article 3 to the extent that it is readily apparent (without a specific cross-reference) on its face from a reading of the disclosure items that such disclosure is applicable to such other section or subsection), Seller and Seller Parent, jointly and severally, represent and warrant to Buyer as of the date of this Agreement and as of the Closing Date (except with respect to representations and warranties that address matters only as of a particular date, which shall speak as of such particular date):
REPRESENTATIONS AND WARRANTIES OF SELLER AND SELLER PARENT. Except as set forth in the schedules delivered by Seller and Seller Parent to Buyer concurrently with the execution of this Agreement, which schedules shall reference the specific sections of this Article II to which such schedules relate (collectively, the “Disclosure Schedules”) (provided that any information, fact or condition disclosed in any section of the Disclosure Schedules shall be deemed to be an exception to other sections of the Disclosure Schedules to the extent the relevance of such exception to such other sections is reasonably apparent on the face of such disclosure), each of Seller and Seller Parent, as applicable, represents and warrants to Buyer as of the date hereof and as of the Closing Date (or, to the extent such schedule is updated pursuant to Section 4.20(a), as of the date of such periodic update):
REPRESENTATIONS AND WARRANTIES OF SELLER AND SELLER PARENT. Seller and Seller Parent, jointly and severally, represent and warrant to Buyer that the statements contained in this Article 5: (i) except as set forth in the schedules to the specific subsections of this Article 5 delivered by Seller and Seller Parent to Buyer pursuant to Section 9.7 hereof (such schedules hereinafter collectively referred to as the "Disclosure Schedules" and, individually, as a "Disclosure Schedule") will be correct and complete as of the date of delivery of the final Schedules in accordance with Section 9.7; (ii) will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article 5); and (iii) shall survive the Closing in accordance with Section 11.1. Wherever a representation or warranty herein is qualified as having been made "to the best of Seller's or Seller Parent's knowledge," such phrase shall mean the knowledge of Seller and Seller Parent after due and diligent inquiry.
REPRESENTATIONS AND WARRANTIES OF SELLER AND SELLER PARENT. Seller and Seller Parent each represent and warrant that (i) it has the power and authority to execute and deliver this Amendment; (ii) the execution, delivery and performance by it of this Amendment have been duly and validly authorized by all necessary action on the part of each of Seller and Seller Parent, and no other proceedings other than those previously taken or conducted on the part of Seller and Seller Parent, as applicable, are necessary to approve and authorize this Amendment, and (iii) the Board of Directors of Seller and Seller Parent has (A) determined that it is in the best interests of Seller and Seller Parent, as applicable, to enter into this Amendment, and (B) approved the execution, delivery and performance of this Amendment and the consummation of the transactions contemplated hereby.
REPRESENTATIONS AND WARRANTIES OF SELLER AND SELLER PARENT. Except as set forth in the Seller Disclosure Schedule, the Seller and the Seller Parent jointly and severally represent and warrant to the Buyer and the Buyer Parent as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND SELLER PARENT. 8 4.1. Status of Seller and Seller Parent 8 4.2. Authority 8 4.3. Title to Purchased Assets 8 4.4. Litigation 9 4.5. Insolvency Proceedings 9 4.6. No Violation or Breach 9 4.7. Broker’s or Finder’s Fees 9 4.8. Taxes 9 4.9. Competition Act 10 4.10. Canadian Seller 11 4.11. Financial Statements 11 4.12. Subsequent Events 11 4.13. Undisclosed Liabilities 12 4.14. Leased Real Property 12 4.15. Tangible Assets 13 4.16. Inventories 13 4.17. Contracts 13 4.18. Insurance 14 4.19. Employees 14 4.20. Pension and benefits 15 4.21. Customers and Suppliers 17
REPRESENTATIONS AND WARRANTIES OF SELLER AND SELLER PARENT. Seller and Seller Parent, jointly and severally, represent and warrant the following:
REPRESENTATIONS AND WARRANTIES OF SELLER AND SELLER PARENT. Except as set forth in the schedules delivered by Seller and Seller Parent to Buyer prior to the execution of this Agreement, which schedules shall reference the specific section of this Article III to which such schedules relate (collectively, the “Disclosure Schedules”) (provided, that any fact or condition disclosed in any section or subsection of the Disclosure Schedules shall be deemed to be an exception to another section of the Disclosure Schedules to the extent the relevance of such exception to such other sections is readily apparent on the face of such disclosure without reference to any matters referenced therein), each of Seller and Seller Parent, as applicable, represents and warrants to Buyer:
