REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES. The Selling Parties jointly and severally represent and warrant to Buyer that:
REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES. As a material inducement to the Buyer to enter into and perform this Agreement, each of the Selling Parties represents and warrants to the Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES. The Selling Parties individually represent and warrant to the Purchaser that the statements contained in this Section 4 are correct and complete as of the date of this Agreement and 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 Section 4).
REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES. The Selling Parties hereby, jointly and severally, represent and warrant to the Buyer as follows on the date hereof and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES. Each of the Selling Parties, jointly and severally, represents and warrants to PetQuarters and the Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES. Each of the Selling Parties, by virtue of their acceptance of all or any portion of the Merger Consideration or their approval of the Merger as a Shareholder, hereby severally, but not jointly, represent to the Purchaser, as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES. Each Selling Party, ----------------------------------------------------- jointly and severally with the other Selling Party, represents and warrants to the Buyer that the statements contained in this (S) 3 are correct and complete as of the date of this Agreement and, with respect to representations and warranties set forth in (S)(S) 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.11, 3.14, 3.16 and 3.17, 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 (S) 3), except as set forth in the disclosure schedule attached to this Agreement (the "Disclosure Schedule"). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this (S) 3.
REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES. All representations and warranties made by the Selling Parties in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects on and as of the Closing Date as if again made by the Selling Parties on and as of such date, and all representations and warranties that are qualified by materiality or Material Adverse Effect shall be true and correct on the Closing Date as if made by the Selling Parties on and as of such date; and Buyer shall have received a certificate dated the Closing Date and signed by a senior executive officer of each of the Selling Parties to that effect. Any entitlement of the Partnership Entities to indemnity under the Additional Partnership Indemnity Agreements or any other agreement shall in no way influence the determination as to whether all such representations and warranties are true and correct in all material respects (or true and correct) on and as of the Closing Date. Notwithstanding the foregoing, the representations and warranties made by the Selling Parties in Section 2.25 shall be deemed to be true and correct in all material respects unless written notices from customers or shippers that they will discontinue their business relationship with any of the Partnership Entities (or, to the Knowledge of the Selling Parties, threats of any such action from material shippers or customers) have been received by the Parent, the Selling Parties or the Partnership Entities which represent, in the aggregate, more than $22.0 million in the Partnership's consolidated annual earnings before interest expenses, taxes, depreciation and amortization; provided, however, that Buyer shall be entitled to consider any such discontinued business, together with other adverse effects on the Partnership Entities, for purposes of Section 5.11.
REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES. The Selling Parties, jointly and severally, make the following representations and warranties to the Buyer all of which will be true and correct as of the Closing Date.
REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES. The representations and warranties of the Selling Parties contained in this Agreement shall be true and correct as of the Closing Date, with the same force and effect as if made as of the Closing Date, except for those representations and warranties that specifically refer to some other date.
