REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS AND SELLER. As an inducement to Buyer to execute and deliver this Agreement, Shareholders and Seller, all acting jointly and severally, make the following representations and warranties to Buyer, each of which is true and correct on the Closing Date and shall survive the consummation of the transactions contemplated by this Agreement:
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS AND SELLER. Shareholders and Seller hereby represent, covenant and warrant to Buyer, the following:
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS AND SELLER. The Parties acknowledge that concurrent with the execution of the Original Stock Purchase Agreement on November 9, 2012, the Shareholders delivered to Xxxxxxx-Xxxxxxxx and Xxxxxxx-Xxxxxxxx (Caribbean) N.V. a certain disclosure letter setting forth exceptions to the representations and warranties made by the Shareholders in the Original Stock Purchase Agreement. For purposes of this Agreement, such disclosure letter has been restated by Shareholders and Seller, as of November 9, 2012, to reflect the transaction contemplated herein. Except as set forth in the restated disclosure letter, dated as of November 9, 2012, delivered by Shareholders and Seller to Purchaser (the “Seller’s Disclosure Letter”) concurrently with the execution of this Agreement (it being agreed that any matter disclosed pursuant to any Section of the Seller’s Disclosure Letter shall be deemed disclosed for purposes of any other Section of the Seller’s Disclosure Letter to the extent the applicability of the disclosure to such other Section is reasonably apparent on the face of such disclosure), each Shareholder and Seller severally and not jointly represents and warrants to Purchaser as of November 9, 2012 and as of the Closing as follows:
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS AND SELLER. Seller and the Shareholders jointly and severally represent and warrant, to and for the benefit of the Indemnitees, except as set forth in the Seller Disclosure Schedule, as follows:
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS AND SELLER. 3 2.1 Due Organization..............................................................3 2.2 Capitalization................................................................3
