REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SELLER. Seller represents and warrants to Purchaser that all of the following are true and correct as of the Signing Date, the Closing Date, Mechanical Completion, Project Substantial Completion and Final Completion (except for those representations and warranties made as of a specified date, which shall be true and correct as of that date):
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SELLER. As a material inducement to Buyer to enter into this Agreement, Seller represents and warrants to Buyer that:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SELLER. Seller hereby represents and warrants to Buyer that the statements contained in this Article III are true and correct, except as set forth in the Seller Disclosure Schedules numbered to correspond to the Section of this Article III to which such exception relates.
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SELLER. Subject to the exceptions, disclaimers and other matters set forth in this Agreement and the matters set forth on the disclosure schedules delivered by Seller under this Agreement (the “Disclosure Schedules”), Seller represents and warrants to Buyer, as follows:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SELLER. Except as set forth in the disclosure schedule delivered by Seller to Buyer concurrently with the execution of this Agreement (the “Seller Disclosure Schedule”), Seller and the Shareholder hereby, jointly and severally, represent and warrant to Buyer as of the date hereof as follows:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SELLER. AND THE BUSINESS 24 Section 3.1 Organization and Qualification; Authorization 24 Section 3.2 No Violation 25 Section 3.3 Consents and Approvals; Permits 25 Section 3.4 Fair Consideration; No Fraudulent Conveyance 25 Section 3.5 Financial Statements; Accounting and Internal Controls 26 Section 3.6 Accounts Payable 26 Section 3.7 Inventory 26 Section 3.8 Absence of Changes or Events 26 Section 3.9 Acquired Assets 26 Section 3.10 Intellectual Property 27 Section 3.11 Contracts 29 Section 3.12 Litigation 29 Section 3.13 Compliance with Laws 29 Section 3.14 Taxes 29 Section 3.15 Suppliers 31 Section 3.16 Products 31 Section 3.17 International Trade Laws 31 Section 3.18 Anticorruption; Improper Payments 31 Section 3.19 Restricted Securities 32 Section 3.20 Accredited Investor 32 Section 3.21 Investment Experience 32 Section 3.22 No General Solicitation 32 Section 3.23 Legends 32 Section 3.24 Information; Investment Purpose 33 Section 3.25 No Brokers or Finders 33 Section 3.26 Disclosure 33
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SELLER. Seller makes the following representations and warranties to Buyer as of the Closing (or, if made as of a specified date, as of such date):
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SELLER. On the terms and subject to the conditions of this Agreement, Seller hereby represents and warrants to Buyer as of the date hereof and as of the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SELLER. As a material inducement to Buyer to enter into this Agreement, Seller jointly and severally represent and warrant to Buyer as of the Effective Date, and as of the Closing Date and for all times in between that:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SELLER. 6 3.1 Organization, Good Standing, and Authority of Seller 6 3.2 Title to the Interests 6 3.3 No Conflicts 7 3.4 Litigation 7
