WARRANTIES OF SELLERS. (i) No warranty in Article II (other than the warranties set out in Section 2.06) shall have been untrue or incorrect (without giving effect to any limitation as to “materiality” or “Seller Material Adverse Effect” set forth therein) when given on the date of this Agreement or on any date from the date of this Agreement through the Closing Date, where such breach or failure, individually or in the aggregate, has had or is reasonably expected to have a Seller Material Adverse Effect.
WARRANTIES OF SELLERS. Except (i) as fairly disclosed in the Seller Disclosure Letter, the Iakobachvili Disclosure Letter, the Plastinin Disclosure Letter or the Disclosed Documents or (ii) as disclosed in the Company SEC Documents filed prior to the date hereof, (A) each Shareholder Seller, severally and not jointly, warrants to Buyer solely as set forth in the Title Warranties, Section 3.12(a) and Section 3.17 and (B) each Designated Seller, severally and not jointly, warrants to Buyer as set forth in the Title Warranties and the Closing Warranties, in each case, as of the date hereof and as of the Closing Date that:
WARRANTIES OF SELLERS. Sellers hereby represent and warrant jointly and severally that:
WARRANTIES OF SELLERS. The Sellers jointly and severally warrant to FID and LEC, as of the date of this Agreement and as of the Closing, save as fairly disclosed in the Sellers’ Disclosure Schedule*, as follows:
WARRANTIES OF SELLERS. Nucor, Inc. and Xxxxxx and Associates, LLC, warrant that they are respectively, duly incorporated and organized under the laws of the State of Wyoming, that they are in good standing, and are the owners of the property interests to be conveyed herein, that they may respectively transfer their respective interests as provided herein, and that the conveyances contemplated herein are not in breach of any agreement to any other party.
WARRANTIES OF SELLERS. Sellers warrant to Purchaser that the statements contained in this Article II are true and correct as of the date hereof and will be true and correct as of the Closing Date, except for matters specifically relating to another date which are made only as of such date and except for matters set forth on the schedules provided by Sellers to Purchaser on the date hereof (the “Disclosure Schedules”). The disclosures in any section or subsection of the Disclosure Schedules shall qualify other portions of the Disclosure Schedules and other sections and subsections in this Article II. The inclusion of any information on any Disclosure Schedule (or any update thereto) shall not be deemed to be an admission or acknowledgment, in and of itself, that such information is required by the terms hereof to be disclosed, is material to the Business, has resulted in or would result in a Material Adverse Effect or is outside the ordinary course of business. BCP warrants to Purchaser that the statements contained in Sections 2.01 and 2.03(b) of this Article II, to the extent relating to BCP, are true and correct as of the date hereof and will be true and correct as of the Closing Date, except for matters specifically relating to another date which are made only as of such date.
WARRANTIES OF SELLERS. A. All of the Selling Parties warrant that each has full authority and legal capacity to execute this agreement and any documents related thereto and carry out the terms and provisions thereof, that there are no legal actions pending or threatened against any party hereto, that there are no employment contracts in existence with any employee of APC and that there are no liabilities of any party hereto against the assets transferred other than shown on APC's balance sheets. Further, there are no liens or mortgages outstanding against any of the real property or personal property to be transferred except property taxes which are to be prorated at the completion date.
WARRANTIES OF SELLERS. Section 3.01. Capacity and Authority 11 Section 3.02. Existence and Power 11 Section 3.03. Non-contravention 11 Section 3.04. Capitalization 12 Section 3.05. Ownership of Shares 12 Section 3.06. Governmental Authorization 13 Section 3.07. Existence and Power 13 Section 3.08. Subsidiaries 13 Section 3.09. Financial Statements and Tax Returns 14 Section 3.10. Absence of Certain Changes 14 Section 3.11. Assets 14 Section 3.12. Certain Contracts 15 Section 3.13. Benefits and Labor Relations 15 Section 3.14. Litigation and Compliance with Law 16 Section 3.15. SEC Filings and the Xxxxxxxx-Xxxxx Act 17 Section 3.16. Company Expenses 17 Section 3.17. Finders’ Fees 17
WARRANTIES OF SELLERS. Except as set forth in the corresponding sections or subsections of the Company Disclosure Schedule, each Seller, severally and not jointly and only with respect to itself, hereby warrants to Buyer and Parent as of the Execution Date and as of the Closing as follows:
WARRANTIES OF SELLERS. Sellers represent and warrant to Purchaser as follows:
