REPRESENTATIONS AND WARRANTIES OF SELLER AND STOCKHOLDERS. As a material inducement to Purchaser and Parent to enter into this Agreement and to consummate the transactions contemplated hereby, Seller and each of the Stockholders, jointly and severally, hereby represent and warrant to Purchaser and Parent that the statements contained in this Article VI are true, correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date.
REPRESENTATIONS AND WARRANTIES OF SELLER AND STOCKHOLDERS. The Seller and the Stockholders jointly and severally represent and warrant to, and agree with, the Buyer as of the date hereof as follows, except as set forth in the Disclosure Schedules to be delivered pursuant to Section 3.3 of this Agreement. The Disclosure Schedules will be arranged for purposes of convenience only, in sections corresponding to the Subsections of this Section 2.1 and will provide exceptions to the representations and warranties contained in Section 2.1 whether or not a specific reference to such Disclosure Schedules are included in a representation and warranty contained in this Section 2.1.
REPRESENTATIONS AND WARRANTIES OF SELLER AND STOCKHOLDERS. SECTION 5.1 Seller and Stockholders, jointly and severally, represent and warrant to Buyer that:
REPRESENTATIONS AND WARRANTIES OF SELLER AND STOCKHOLDERS. Seller and Stockholders represent and warrant to Buyer, jointly and severally, that the statements contained in this Article 2 are correct and complete as of the date hereof and as of the Closing Date, except as set forth in the disclosure schedule accompanying this Agreement or any amendments (or deemed amendments thereto) (the “Disclosure Schedule”). Seller represents and warrants to Buyer that to Seller’s knowledge, the statements contained in this Article 2 are correct and complete as of the Closing Date, except as set forth in the Disclosure Schedule. The Disclosure Schedule will be arranged in sections corresponding to the lettered and numbered sections contained in this Article 2.
REPRESENTATIONS AND WARRANTIES OF SELLER AND STOCKHOLDERS. Except as set forth under the corresponding section of the disclosure schedules (the "Disclosure Schedules") attached hereto as Exhibit B, which Disclosure Schedules shall be deemed a part hereof, the Seller and the Stockholders hereby, jointly and severally, represent and warrant to the Purchaser (and to the Company with respect to the representations and warranties by the Stockholders set forth in Section 3.2(b)) as of the Closing Date that:
REPRESENTATIONS AND WARRANTIES OF SELLER AND STOCKHOLDERS. Seller and Stockholders, jointly and severally, hereby represents and warrants to Purchaser, as follows, except as stated with respect to a specific representation or warranty in a disclosure letter dated the date of this Agreement, delivered by Seller to Purchaser simultaneously with the execution and delivery of this Agreement, which specifically identifies the Paragraph of this Agreement with respect to which the information is provided (hereinafter called the “Disclosure Letter”):
REPRESENTATIONS AND WARRANTIES OF SELLER AND STOCKHOLDERS. Seller and the Stockholders hereby jointly and severally represent and warrant to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND STOCKHOLDERS. In order to induce the Buyer to enter into this Agreement and to consummate the transactions contemplated hereunder, the Seller and Stockholders hereby make the following representations, warranties, covenants and agreements:
REPRESENTATIONS AND WARRANTIES OF SELLER AND STOCKHOLDERS. In order to induce Buyer to enter into this Agreement, each of the Seller and the Stockholders, jointly and severally, represent and warrant to the Buyer that the statements contained in this Article II are correct and complete as of the date of this Agreement and 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 II).
REPRESENTATIONS AND WARRANTIES OF SELLER AND STOCKHOLDERS. 18 Section 4.1 ORGANIZATION AND QUALIFICATION.........................................18 Section 4.2 AUTHORITY; ENFORCEABILITY..............................................18 Section 4.3 NONCONTRAVENTION; CONSENTS.............................................18 Section 4.4 CAPITALIZATION; OWNERSHIP OF SHARES....................................19 Section 4.5
