REPRESENTATIONS AND WARRANTIES OF SELLERS AND THE COMPANIES. Except as set forth in the disclosure schedule, dated the date hereof, delivered by the Companies and Sellers to Buyer herewith (the “Disclosure Schedule”), Sellers and each of the Companies hereby jointly and severally represent and warrant to Buyer, as of the date hereof and as of the Closing Date, that:
REPRESENTATIONS AND WARRANTIES OF SELLERS AND THE COMPANIES. Each of Sellers and the Companies hereby,jointly and severally, represents and warrants to Purchaser that each of the following representations and warranties is true, correct and complete as of the date of this Agreement and as of the Closing Date.
REPRESENTATIONS AND WARRANTIES OF SELLERS AND THE COMPANIES. As an inducement to Purchaser to enter into this Agreement, Sellers hereby jointly and severally represent and warrant to Purchaser that, except as set forth in the Disclosure Schedule:
REPRESENTATIONS AND WARRANTIES OF SELLERS AND THE COMPANIES. As a material inducement to Buyer to enter into and perform its obligations under this Agreement and the other agreements, excluding the Transition Services Agreement, and certificates that are required to be executed pursuant to this Agreement (collectively, the “Operative Documents”), the Sellers jointly and severally hereby represent and warrant to Buyer as of the date of this Agreement and as of the Closing Date as follows in this Article II and as set forth in Exhibit II attached hereto, except as is otherwise specified in the corresponding section or subsection of the Disclosure Schedules attached hereto as Exhibit 2 and Exhibit IIA (collectively, the “Disclosure Schedules”). Concurrently with the execution and delivery of this Agreement, on the date hereof, Sellers have delivered to the Buyer the Disclosure Schedules attached hereto. The information set forth in each section or subsection of the Disclosure Schedules shall be deemed to provide the information contemplated by, or otherwise qualify, the representations and warranties of the Sellers set forth in the corresponding section or subsection of this Agreement and any other section or subsection of Article II, but only to the extent that it is apparent on the face of the disclosure that it applies to such other section or subsection of Article II.
REPRESENTATIONS AND WARRANTIES OF SELLERS AND THE COMPANIES. Sellers and the Companies jointly and severally represent and warrant to Buyer that:
REPRESENTATIONS AND WARRANTIES OF SELLERS AND THE COMPANIES. Except as is otherwise set forth in the Disclosure Schedules attached hereto as Exhibit 2 (the “Disclosure Schedules”), in order to induce Buyer to enter into and perform this Agreement and the other agreements and certificates that are required to be executed pursuant to this Agreement (collectively, the “Operative Documents”), the Sellers and Companies, jointly and severally, represent and warrant to Buyer as of the date of this Agreement as follows in this Article II. Any item disclosed by any of the Sellers or the Companies in any part of the Disclosure Schedules to this Agreement shall be deemed to have been disclosed with respect to such other part of the Disclosure Schedules for which relevance to such other part of the Disclosure Schedules is reasonably apparent. The fact that any item or information has been included on any part of the Disclosure Schedules to this Agreement shall not be construed to establish, in whole or in part, that disclosure is required pursuant to any threshold or standard (including any standard of materiality) for purposes of the Disclosure Schedules or this Agreement.
