REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDER. The Company and the Stockholder hereby jointly and severally represent and warrant to the Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDER. (a) The Company represents and warrants to each of the Buyers that, as of the date hereof and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDER. Each representation and warranty contained in this Article 2 is qualified by the disclosures made in the disclosure schedule attached hereto as Schedule 2 (the "DISCLOSURE SCHEDULE"). This Article 2 and the Disclosure Schedule shall be read together as an integrated provision. The Company and the Stockholder, jointly and severally, represent and warrant to Buyer that:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDER. The Stockholder and the Company 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 that such representations and warranties shall survive the Consummation Date for a period of twenty-four months (the last day of such period being the "Expiration Date"), except that the warranties and representations set forth in Sections 5.13 and 5.22 hereof shall survive until such time as the applicable statute of limitations period has run or for five (5) years if there is no applicable statute of limitations, which shall be deemed to be the Expiration Date for Sections 5.13 and 5.22. For purposes of this Section 5, the term "Company" shall mean and refer to the Company and all of its Subsidiaries, if any.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDER. The Company and the Stockholder, jointly and severally, represent and warrant to Acquiror that except as may be set forth in the Company Disclosure Schedules the following are true and correct as of the date hereof:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDER. The Company and the Stockholder, jointly and severally, except as otherwise specifically provided herein, represent and warrant to the Purchaser as follows (except as set forth below, for purposes of this Section 3.1, the term the “Company” shall include the Company, G4 and each other subsidiary of the Company (each a “Subsidiary;” collectively, the “Subsidiaries”):
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDER. The Company and Stockholder represent and warrant to PalEx as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDER. Each of the Company and the Stockholder 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 STOCKHOLDER. The Company, the Stockholder and Ion (solely with respect to Section 4.2 and will not be jointly and severally liable with Stockholder or Company for such Section 4.2) do hereby jointly and severally represent and warrant to GenuTec that:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDER. To induce USFloral and Newco to enter into this Agreement and consummate the transactions contemplated hereby, each of the Company and the Stockholder, jointly and severally, represents and warrants to USFloral and Newco as follows (for purposes of this Agreement, the phrases "knowledge of the Company" or the "Company's knowledge," or words of similar import, mean the knowledge of the Stockholder and the directors and officers of the Company, including facts of which the directors and officers, in the reasonably prudent exercise of their duties, should be aware):
