REPRESENTATIONS AND WARRANTIES OF THE SELLER AND. SHAREHOLDERS. ------------ The Seller and Xxxx hereby represent and warrant to the Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND. THE PRINCIPAL WITH RESPECT TO THE SELLER 3.1 Organization; Good Standing 3.2 Equity Interests 3.3 Authority; Execution and Delivery; Enforceability
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND. RELATING TO THE CORPORATION 12 3.1 Seller’s Representations and Warranties 12 3.2 Representations and Warranties relating to the Corporation 13 3.3 Non-Waiver 18 Article 4 PURCHASER’S REPRESENTATIONS AND WARRANTIES 19 4.1 Purchaser’s Representations and Warranties 19 4.2 Non-Waiver 20 Article 5 INDEMNIFICATION 20 5.1 Non-Merger and Exclusive Remedy 20 5.2 Indemnification by Seller 20 5.3 Indemnification by the Purchaser 20 5.4 Time Limitations 21 5.5 Limitations on Amount 22 5.6 Limited Recourse 22 5.7 Notice of Third Party Claims 22 5.8 Defence of Third Party Claims 22 5.9 Assistance for Third Party Claims 23 5.10 Settlement of Third Party Claims 23 5.11 Direct Claims 23 5.12 Failure to Give Timely Notice 24 5.13 Set-off 24 5.14 Reductions and Subrogation 24 5.15 Tax Effect 24 5.16 Additional Rules and Procedures 24 Article 6 CLOSING ARRANGEMENTS 25 6.1 Date, Place and Time of Closing 25 6.2 Closing Deliveries of the Seller 25 6.3 Closing Deliveries of the Purchaser 26
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND. THE SERVICER; REPURCHASE; REVIEW OF MORTGAGE LOANS Section 3.01 Representations and Warranties of the Seller and the Servicer
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND. The Seller and Xxxxxxxx Xxxxx, (the) represent and warrant to and agree with the Purchaser that (all such representations and warranties being made to and for the benefit of the Company): XXXXXXX DRLLIK HAS NO AFFILIATION WITH ARSA AND XXXXXXXX XXXXX IS CURRENTLY VOLUNTARY PRESIDENT OF ARSA.
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND. PRINCIPAL STOCKHOLDER As an inducement to Parent, DIS and Purchaser to enter into this Agreement, except as set forth in the appropriate section of the Disclosure Schedule, the Seller, the Seller’s Subsidiaries and Principal Stockholder hereby represent and warrant to the Purchaser, as of the date hereof and as of the Closing, as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND
