REPRESENTATIONS AND WARRANTIES OF SELLER AND THE PRINCIPALS. As an inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated herein, Seller and the Principals jointly and severally represent and warrant as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE PRINCIPALS. 13 5.1 Organization.................................................................................................................14 5.2
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE PRINCIPALS. Seller and each of the Principals, jointly and severally, represent and warrant to Purchaser (which representations and warranties shall survive the Closing as provided in Section 11.5), subject to the matters set forth in the Disclosure Schedule, that the statements contained in this Article V
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE PRINCIPALS. Each of Seller and the Principals, jointly and severally, represents and warrants to Buyer and Headway as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE PRINCIPALS. Seller and the Principals hereby represent and warrant to Purchaser, which representations and warranties will survive the execution and delivery of this Agreement to the extent provided herein, as provided in this Section 3. With respect to representations and warranties relating to the Principals, each Principal only represents and warrants as to himself or herself.
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE PRINCIPALS. Except as otherwise set forth in a disclosure schedule delivered by Seller at the time this Agreement is executed and delivered (the "Seller Disclosure Schedule"), Seller, jointly and severally, hereby makes the following representations and warranties to Buyer, as of the date hereof and as of the Closing Date which may take place simultaneously. The Seller Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Agreement.
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE PRINCIPALS. Except as expressly set forth in the Seller Disclosure Schedule (with references to Sections of the Seller Disclosure Schedule referencing Sections of this Article 4 as applicable), Seller and the Principals, jointly and severally, represent and warrant to Buyer as of the date hereof and as of the Closing Date as follows, with the intention that Buyer may rely upon the same, and acknowledge that the same shall survive the consummation of this transaction:
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE PRINCIPALS. The Seller and each Principal, jointly and severally, unconditionally represents and warrants to the Buyer that the following statements are true, correct and complete as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE PRINCIPALS. Seller and each of the Principals, jointly and severally, represent and warrant to Purchaser (which representations and warranties shall survive the Closing as provided in Section 11.5), subject to the matters set forth in the Disclosure Schedule, that the statements contained in this Article V are true and correct as of the date of this Agreement and will be true and correct as of the Closing Date (as though then made and as though the Closing Date were substituted for the date of this Agreement, except to the extent any representation or warranty speaks as of an earlier date). From time to time on or before the Closing Date, Seller shall, deliver written notice to Purchaser (an “Update Notice”) to reflect any change, fact, circumstance, occurrence or event (collectively, “Change”): (a) that may constitute a breach of any covenant or agreement of Seller or any Shareholders of Seller or may constitute a breach of any representation or warranty of Seller and the Principals if such representation or warranty were made on the date of the occurrence or discovery of such Change or the Closing Date; or (b) in the case of any representations or warranties made to the Knowledge of Seller, which occurred prior to the date of this Agreement but of which Seller first acquires Knowledge after the date of this Agreement, in each case, together with any additions, supplements, or modifications necessary to make the information set forth in the Schedules true, accurate, and complete in all respects as soon as practicable after such information is available to Seller. Neither the Update Notice nor any disclosure after the date hereof of the untruth of any representation or warranty made in this Agreement or delivery of an updated Schedule shall operate as a cure of the failure to disclose the information, or as a cure of any representation or warranty made herein; and determination of any liability for breach of representations or warranties either at signing or at Closing shall be made without reference to any supplements and with reference only to the Schedules as they stand on the date of this Agreement. For the avoidance of doubt, the applicable limitations set
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE PRINCIPALS. Seller and the Principals hereby jointly and severally represent and warrant to Buyer and New Horizons as follows:
