REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDORS. As a material inducement to the Purchaser entering into this Agreement and completing the transactions contemplated by this Agreement and acknowledging that the Purchaser is entering into this Agreement in reliance upon the representations, warranties and covenants of the Vendors, the Vendors hereby, jointly and severally, represent, warrant and covenant to and with the Purchaser as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDORS. Each of the Vendors hereby, severally (and not jointly), represents and warrants to the Purchaser as follows, with respect to itself and not with respect to any other Vendor, and confirms that where a representation and warranty contained herein is stated to be made in accordance with the knowledge of such Vendor, such representation and warranty shall be deemed to be made pursuant to such Vendor’s actual knowledge. Each of the Vendors confirms that the Purchaser is entitled to rely upon the accuracy and completeness of the following representations and warranties of such Vendor in connection with the purchase of the Purchased Securities held by such Vendor and the completion of the other transactions hereunder:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDORS. The Vendors hereby represent, warrant and covenant on a joint and several basis to the Purchaser that each of the following statements is true:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDORS. The Vendors, jointly and severally, represent and warrant to the Purchaser that all of the statements set out in this Article are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date and acknowledge that the Purchaser is relying on such representations and warranties in connection with entering into this Agreement and completing the transactions contemplated hereby.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDORS. Each Vendor hereby represents, warrants and covenants to Responsys, severally and not jointly, as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDORS. (a) Except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all representations and warranties of the Vendors contained in Sections
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDORS. The Vendors hereby represent and warrant to ATGU as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDORS. Each of the Vendors hereby jointly and severally represents and warrants to XFM that the following statements are true and correct as of the Group Closing Date:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDORS. As a material inducement to the Purchaser to enter into this Agreement and to complete the transactions contemplated by this Agreement and acknowledging that the Purchaser is entering into this Agreement in reliance upon the representations and warranties of the Vendors set out in this Section 4.2, each Vendor represents and warrants (with respect to himself, herself or itself only and not the other Vendors and on a several and not joint and several basis) to the Purchaser, as at the Closing Date, as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDORS. (a) All representations and warranties of each of the Vendors and each of the Shareholders contained in this Agreement or in any Closing Document will have been true and correct in all material respects on the date of this Agreement and will be true and correct in all material respects at the Closing Time (without giving effect to any information provided pursuant to Section 5.1.7) with the same force and effect as if those representations and warranties had been made at and as of that time, it being understood that all representations and warranties of each of the Vendors and the Shareholders that contain an express materiality or similar qualification will have been true and correct in all respects on the date of this Agreement and will be true and correct in all respects at the Closing Time with the same force and effect as if those representations and warranties had been made at and as of that time, and each of the Vendors, Greywolf Holdings and the Shareholder Representative will have executed and delivered a certificate to that effect. The receipt of these certificates and the Closing will not constitute a waiver (in whole or in part) by the Purchasers of any of the representations and warranties of the Vendors and the Shareholders contained in this Agreement or in any Closing Document. Upon the delivery of these certificates, the representations and warranties of the Vendors and the Shareholders in Section 4.1 and Section 4.2, respectively, will be deemed to have been made at and as of the Closing Time with the same force and effect as if made at and as of that time.
