REPRESENTATIONS AND WARRANTIES OF THE SELLER GROUP. The Company and the Members, jointly and severally, hereby represent and warrant to the Parent and the Buyer, subject to such exceptions as are specifically disclosed in the disclosure schedule (referencing the appropriate section numbers) supplied by the Company and the Members to the Parent and the Buyer (including the Schedules referenced below in this Article 2, the “Disclosure Schedule”) and dated as of the date hereof, as set forth below.
REPRESENTATIONS AND WARRANTIES OF THE SELLER GROUP. Each member of the Seller Group hereby jointly and severally represents and warrants to the Purchaser as of the date hereof as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLER GROUP. The Seller and Seller's Parent hereby jointly and severally represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLER GROUP. The members of the Seller Group hereby jointly and severally make the following representations and warranties to the Company, each of which is true and correct on the date hereof and will be true and correct on the Closing Date, and each of which shall survive the Closing and the transactions contemplated hereby:
REPRESENTATIONS AND WARRANTIES OF THE SELLER GROUP. 7 4.1 ORGANIZATION, POWER, AUTHORITY AND GOOD STANDING.............7 4.2 AUTHORITY; AUTHORIZATION, EXECUTION AND DELIVERY; ENFORCEABILITY; NO CONFLICT.................................7 4.3 CONSENTS.....................................................7 4.4 CAPITALIZATION...............................................8 4.5
REPRESENTATIONS AND WARRANTIES OF THE SELLER GROUP. The disclosure of any fact or item in the Schedules (i) shall not be deemed to constitute an acknowledgement that any such fact or item is required to be disclosed, (ii) does not represent a determination that such item did not arise in the ordinary course of business, and (iii) does not represent a determination that such item is material and shall not be deemed to establish a standard of materiality Except as otherwise specifically stated in the Schedules, Seller and each member of the Seller Group hereby jointly and severally represents and warrants to Nortel and to each member of the Purchaser Group as follows.
REPRESENTATIONS AND WARRANTIES OF THE SELLER GROUP. Except as set forth in the corresponding sections or subsections of the disclosure schedule attached hereto (each section of which will be deemed to qualify any other section or subsection of this ARTICLE II to which the matter relates, so long as the applicability of such matter to such section is reasonably apparent on its face (the “Seller Disclosure Schedule”); it being understood that the inclusion of any information in any section of the Seller Disclosure Schedule or other document delivered by Seller Group pursuant to this Agreement will not be deemed to be an admission or evidence of the materiality of such item, nor will it establish a standard of materiality for any purpose whatsoever), Seller Group hereby represents and warrants to Purchaser that the statements in this ARTICLE II are true and correct as of the date of this Agreement and the Closing Date (or, if made as of a specified date, only as of such date). Notwithstanding anything else to the contrary contained herein, each of the statements in this ARTICLE II or in the Seller Disclosure Schedule as they relate to McKesson but solely with respect to any period of time from and after the McKesson Transaction Closing Date shall be deemed to be made to the Knowledge of Seller Group.
REPRESENTATIONS AND WARRANTIES OF THE SELLER GROUP. 4.1 Seller Group Corporate Matters 22 4.2 Purchased Assets 23 4.3 No Violation 24 4.4 No Default 24 4.5 Seller Consents and Approvals 24 4.6 Seller Tax Matters 25 4.7 Foreign Corrupt Practices Act and Money Laundering Laws 25 4.8 Compliance with Applicable Laws 25 4.9 Legal Proceedings 26 4.10 Environmental Matters 26 4.11 Accredited Investor 27 4.12 Commission 27
REPRESENTATIONS AND WARRANTIES OF THE SELLER GROUP. Each member of the Seller Group, jointly and severally, represents and warrants to the Buyer and EMX as set out in this Article 4, and acknowledges that the Buyer and EMX are relying upon such representations and warranties in entering into this Agreement.
REPRESENTATIONS AND WARRANTIES OF THE SELLER GROUP. Except as disclosed in the Disclosure Schedule (with the understanding that any disclosure contained in the Disclosure Schedule that is intended to qualify any representation or warranty contained in this Article II shall be made in that numbered Part of the Disclosure Schedule which corresponds to the numbered Section (or subsection, as applicable) of such representation or warranty; provided, however that any disclosure made by the Seller Group in the text of this Agreement or in one Part of the Disclosure Schedule shall be deemed to be disclosed in and incorporated into any other Part of the Disclosure Schedule where a reasonable person would conclude, based on the description of the matters contained in such disclosure, that such disclosure could be deemed to be disclosed and incorporated), each member of the Seller Group, jointly and severally, represents and warrants, to and for the benefit of the Buyer Group Indemnitees as of the Closing Date (unless otherwise explicitly stated), as follows:
