REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS AND COMPANY. For purposes of this Section, the term Company shall be deemed to refer to both Company and Subsidiary. Company, as to the time period before Closing only, and each Stockholder, severally (and not jointly and severally), represent and warrant to Buyer that the statements contained in this Section 5 except as set forth in the schedules to the subsections of this Section 5 delivered by Stockholders to Buyer on the date hereof (such schedules hereinafter collectively referred to as the "Disclosure Schedules" and, individually, as a "Disclosure Schedule"): (i) are correct and complete as of the date of this Agreement; (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 Section 5); and (iii) shall survive the Closing in accordance with Article 11 hereof. Nothing in the Disclosure Schedules shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. Wherever a representation or warranty herein is qualified as having been made "to the best of Stockholders' knowledge", such phrase shall mean the knowledge of any Stockholder, after reasonable inquiry.
REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS AND COMPANY. Company as to the time period before Closing only, and each Stockholder, jointly and severally, represent and warrant to Buyer that the statements contained in this Section 5 except as set forth in the schedules to the subsections of this Section 5 delivered by Stockholders to Buyer on the date hereof (such schedules hereinafter collectively referred to as the "Disclosure Schedules" and, individually, as a "Disclosure Schedule"): (i) are correct as of the date of this Agreement; (ii) will be correct 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 Section 5); and (iii) shall survive the Closing. Wherever a representation or warranty herein is qualified as having been made "to the best of Stockholders' knowledge", such phrase shall mean the knowledge of any Stockholder, after reasonable inquiry.
REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS AND COMPANY. Subject to the last paragraph of Section 11.2 and to Section 11.8, the Xxxxx Trust and the Xxxxxxxxx Trust represent and warrant to Buyer and Xxxxx-Xxxxxxxxx and the Company jointly and severally represent and warrant to Buyer that:
REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS AND COMPANY. 7 5.1 Organization; Authority................................... 7 5.2 Stock Ownership; Absence of Adverse Claims................ 8 5.3 Capitalization............................................ 8 5.4 Predecessor Entities; Trade Names......................... 8 5.5
