REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SELLERS. The Sellers jointly and severally represent and warrant to the Buyer as of the date hereof and as of the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SELLERS. Subject to the exceptions, qualifications and other matters set forth in the Seller Disclosure Letter (each of which, in order to be effective, shall indicate the Section and, if applicable, the subsection of this Article III to which it relates (unless and only to the extent the relevance to other representations and warranties is reasonably apparent from the face of the disclosures)), each Seller, severally and not jointly, represents and warrants to Parent and Acquirer, as follows:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SELLERS. 3 Section 3.01 Existence 3 Section 3.02 Validity of Agreement; Authorization 3 Section 3.03 Consents and Approvals 4 Section 3.04 No Breach 4 Section 3.05 Ownership, Due Authorization and Transfer of Subject Interests 5 Section 3.06 Litigation 5 Section 3.07 Financial Advisors 5 Section 3.08 Solvency 5
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SELLERS. Except as set forth in the Sellers’ Disclosure Schedule, Sellers hereby represent and warrant to the Buyer, with respect to itself as of the date hereof and as of the Closing Date (except for such representations and warranties as are expressly made exclusively as of the date hereof or as of another date) as follows:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SELLERS. Each Seller hereby represents and warrants to, and agrees with, the Purchaser, as of the date hereof and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SELLERS. Except as set forth on the Seller Disclosure Schedule, each Seller (solely with respect to himself or itself), severally and not jointly, hereby represents and warrants to the Buyer the following as of the date hereof:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SELLERS. 39 Section 5.1 Organization and Qualification.......... 39 Section 5.2 Authorization; Enforceability............. 40 Section 5.3 Title to Interests.................................. 40 Section 5.4 No Consents........................................ 40 Section 5.5 Litigation............................................ 40 Section 5.6 No Violation....................................... 40 Section 5.7 Foreign Person.................................... 41 Section 5.8 Brokers............................................... 41 Section 5.9 No Other Representations and Warranties........................................... 41
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SELLERS. As a material inducement to the Buyer to enter into this Agreement and consummate the transactions contemplated hereby, each Seller severally, and not jointly, represents and warrants to the Buyer as follows:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SELLERS. The Sellers jointly and severally represent and warrant to Purchaser as follows:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SELLERS. 6 3.1 Authorization 6 3.2 Title to Shares 6 3.3 Consents and Approvals 7 3.4 No Violation 7 3.5 No Brokers or Finders 7 3.6 Litigation 7 3.7 Investment Representations 7 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY 9 4.1 Status 9 4.2 Authorization 9 4.3 No Conflicts 9 4.4 Capitalization; Subsidiaries 9 4.5 Financial Statements 10 4.6 Absence of Undisclosed Liabilities 10 4.7 Absence of Certain Recent Changes 10 4.8 Litigation or Proceedings 12 4.9 Legal Compliance 12 4.10 Licenses and Permits 12 4.11 Tax Matters 12 4.12 Title to Assets; Condition 15 4.13 Real Property 16 4.14 Intellectual Property 16 4.15 Contracts 17 4.16 Inventory 19 4.17 Accounts Receivable 19 4.18 Insurance 19 4.19 Employee Benefits 20 4.20 Employees and Employee Relations 22 4.21 Certain Related Business Relationships 23 4.22 Suppliers and Customers 23 4.23 Accounts with Banks and Brokerages; Powers of Attorney 23 4.24 Absence of Certain Business Practices 24 4.25 Competing Lines of Business 24 4.26 Data Privacy and Security 24 4.27 Brokers and Finders 24 4.28 Full Disclosure 24
