REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE OWNERS. The Company and the Owners (in proportion to each such Owner's respective ownership of the Company) represent and warrant to AMP and AMP Subsidiary that the following are true and correct as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE OWNERS. The Company, and each Owner, severally and not jointly, make the representations and warranties contained in this Section 3 to the Buyer. Each representation or warranty that refers collectively to Owners or addresses any facts or circumstances regarding either of them shall be construed to mean that each of them is making such representation or warranty about himself or herself or facts or circumstances regarding himself or herself. Each representation or warranty that refers collectively to the Owners and/or the Company or addresses a fact or circumstance regarding any or all of them shall be construed to mean that each of the Owners is making such representation or warranty about himself or herself and about the Company or facts or circumstances regarding himself or herself and the Company. The representations and warranties contained in Sections 3.1, 3.2, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.17, 3.18, 3.19, 3.20, 3.21, 3.23 that are made with respect to the Company or its financial condition, assets, properties, business, prospects or results of operations, and any other representations and warranties that are expressly so qualified, are made by Owners to their Knowledge.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE OWNERS. The Company and the Owners, jointly and severally, represent and warrant to Per-Se and the Purchaser that the statements contained in this Section 3 are true, correct and complete as of the date hereof, and will be true, correct and complete as of the Closing Date, except as specified to the contrary in the corresponding section of the disclosure schedule prepared by the Company and the Owners accompanying this Agreement and initialed by Per-Se, the Purchaser and the Company (the "DISCLOSURE SCHEDULE"). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 3.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE OWNERS. The Company and the Owners , excluding KPMG Information Solutions Pty Ltd ("KPMG") unless expressly indicated to the contrary, hereby represent and warrant to Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE OWNERS. As an inducement to Buyer to enter into and perform its obligations under this Agreement, the Company and the Owners, jointly and severally, represent and warrant to Buyer as follows (except with respect to SECTIONS 3.2(B), 3.5 OR 3.32, which representations and warranties are made severally by each Owner):
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE OWNERS. The Company and each of the Owners hereby represent and warrant to KVINTESS that:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE OWNERS. The Company and the Owners, jointly and severally, hereby represent and warrant to Buyer and Issuer as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE OWNERS. Each of the Company and the Owners severally (based on their relative ownership of the Company Interests on the date hereof) represent and warrant that all of the following representations and warranties in this Section 5(A) are true at the date of this Agreement and, subject to Section 7.8 hereof, shall be true at the time of Closing and the Funding and Consummation Date, and that such representations and warranties shall survive the Funding and Consummation Date for a period of twelve months (the last day of such period being the "Expiration Date"), except that the warranties and representations set forth in Section 5.22 hereof shall survive until such time as the limitations period has run for all tax periods ended on or prior to the Funding and Consummation Date, which shall be deemed to be the Expiration Date for Section 5.22. For purposes of this Section 5, the term "
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE OWNERS. The Company and the Owners, jointly and severally, represent and warrant to Per-Se and the Purchaser that the statements contained in this Section 3 are true, correct and complete as of
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE OWNERS. A. Company Representations. The Company hereby represents and warrants to Parent and Merger Sub that:
