REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS. The Company and each Seller, jointly and severally, hereby represents and warrants to the Purchaser that:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS. Each Seller and the Company, jointly and severally, represent and warrant to Buyer that:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS. As an inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, the Company represents and warrants to Buyer and agrees, and the Sellers jointly and severally represent and warrant to Buyer and agree, as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS. The Company and the Sellers jointly and severally represent and warrant to the Buyer as of the date hereof, as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS. The representations and warranties (i) set forth in the Company Fundamental Representations and the Seller Fundamental Representations shall be true and correct in all respects, (ii) set forth in Section 5 (other than the Company Fundamental Representations), without giving effect to any Company Xxxxx Xxxxxxxx Adverse Effect or other materiality qualifications therein, shall be true and correct, and (iii) set forth in Section 6 (other than the Seller Fundamental Representations), without giving effect to any material adverse effect or other materiality qualifications therein, shall be true and correct, in the case of clauses (i) through (iii), as of the Closing Date (except to the extent such representation or warranty refers to a specific date, in which case such representation or warranty shall instead be true and correct as of such date) as if made by the Company or the applicable Seller, as applicable, on and as of the Closing Date, except, in the case of clause (ii), to the extent that the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Xxxxx Xxxxxxxx Adverse Effect, and in the case of clause (iii), to the extent that the failure of such representations and warranties of a Seller to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on, or a material delay in, the ability of such Seller to consummate the transactions contemplated by this Agreement.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS. 9 3.1 Capitalization................................................................... 9 3.2
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS. (a) The Company and the Sellers represent and warrant to the Underwriter as of the date hereof and, if the Pricing Agreement is executed on a date other than the date hereof, as of the date of the Pricing Agreement (such latter date being hereinafter referred to as the "Representation Date") as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS. The Company and the Sellers jointly and severally represent and warrant to Global and Buyer that:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS. Each of the Company and the Sellers jointly and severally represent and warrant to, and for the benefit of the Purchaser as of the Effective Date and the Closing Date:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS. The Company and each of the Sellers (as to Sections 3.1-3.13, to the best knowledge of such Seller) represent and warrant to Cardinal that the statements contained in this ARTICLE III are correct and complete as of the date of this Agreement and, except as provided in Section 7.1, 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 ARTICLE III, except in the case of representations and warranties stated to be made as of the date of this Agreement or as of another date and except for changes contemplated or permitted by this Agreement).
