REPRESENTATIONS AND WARRANTIES OF THE BUYER AND MERGER SUB. Each of the Buyer and Merger Sub represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND MERGER SUB. As a material inducement to the Company and the Principal Stockholders to enter into this Agreement, the Buyer and the Merger Sub hereby represent and warrant to the Company and the Principal Stockholders that as of the date hereof and as of the Effective Time:
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND MERGER SUB. The Buyer and Merger Sub represent and warrant to the Company that the statements contained in this Article IV are true and correct.
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND MERGER SUB. The Buyer and Merger Sub represent and warrant to the Sellers the following, as of the date hereof and to the extent applicable, as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND MERGER SUB. Sections 4.2, 4.4, 4.5 and 4.7 of the Merger Agreement as heretofore in effect are hereby deleted, and in lieu thereof Buyer hereby represents and warrants that it has as of the date hereof, and will have at the Acceptance Time and at the Effective Time, sufficient cash to pay the Offer Consideration and the Merger Consideration.
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND MERGER SUB. Each representation and warranty set forth below is qualified by any exception or disclosures set forth in the Buyer's Disclosure Schedule attached hereto, which exceptions specifically reference the Section(s) to be qualified. In all other respects, each representation and warranty set out in this Article 5 is not qualified in any way whatsoever, will not merge on Closing or by reason of the execution and delivery of any agreement, document or instrument at the Closing, will remain in force on and after the Closing Date (although not deemed to be given as of any date after the Closing Date), is given with the intention that liability is not confined to breaches discovered before Closing, is separate and independent and is not limited by reference to any other representation or warranty or any other provision of this Agreement, and is made and given as of the date hereof with the intention of inducing the Shareholders and the Seller to enter into this Agreement. The Buyer and Merger Sub hereby jointly and severally represent and warrant to the Shareholders and the Seller as of the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND MERGER SUB. The Buyer and Merger Sub jointly and severally represent and warrant to the Company that each statement contained in this Article V is true and correct, except as set forth (i) in the Buyer SEC Reports filed prior to the date hereof (other than any forward looking disclosures set forth in any risk factor section, any disclosures in any section relating to forward looking statements and any other disclosures included therein to the extent they are primarily predictive or forward-looking in nature) or (ii) in the Schedules accompanying this Agreement (collectively, the “Buyer Disclosure Schedule”). The Buyer Disclosure Schedule has been arranged for purposes of convenience only, in sections corresponding to the Sections of this Agreement. Each section or subsection of the Buyer Disclosure Schedule will be deemed to incorporate by reference all information disclosed in any other section or subsection of the Buyer Disclosure Schedule to the extent that it is reasonably apparent that such information is relevant to such other section or subsection.
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND MERGER SUB. Except as set forth in the correspondingly identified subsection of the disclosure schedule delivered by the Buyer to the Company concurrently herewith (the “Buyer Disclosure Schedule”) (it being understood by the parties that the information disclosed in one subsection of the Buyer Disclosure Schedule shall be deemed to be included in each other subsection of the Buyer Disclosure Schedule in which the relevance of such information thereto would be readily apparent on the face thereof), the Buyer and Merger Sub jointly and severally represent and warrant to the Seller and the Company as follows:
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND MERGER SUB. The Buyer and Merger Sub represent and warrant to the Company that the following representations and warranties are true and correct, except as set forth in the Buyer Disclosure Schedule. The Buyer Disclosure Schedule will be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article III, and the disclosure in any such numbered and lettered section of the Buyer Disclosure Schedule shall qualify only the corresponding section or subsection in this Article III (and any other section or subsection of this Article III to the extent it is reasonably apparent that such disclosure is relevant to such other section or subsection).
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND MERGER SUB. As an inducement to the Company to enter into this Agreement and to consummate the transactions contemplated hereby, the Buyer and Merger Sub (collectively, the each a “Buyer Company” and collectively “Buyer Companies”) hereby jointly and severally represent and warrants as set forth in this Article 4.
