REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANIES. The Sellers hereby jointly and severally represent and warrant to the Buyer as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANIES. The Sellers, jointly and severally, represent and warrant to Buyer that the statements contained in this ARTICLE 3 are correct and complete as of the Closing Date.
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANIES. Sellers jointly and severally represent and warrant to Buyer that the statements contained in this §4 are correct and complete as of the date hereof and will be correct and complete as of the Closing Date, except as set forth in the disclosure schedule delivered by Sellers to Buyer on the date hereof and initialed by the Parties (the “Disclosure Schedule”). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Agreement.
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANIES. Platinum Vape and each Seller represents and warrants to Buyer Parties that the statements contained in this Section 3(c) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date.
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANIES. In order to induce the Purchasers to enter into this Agreement and to purchase the Stagecoach I Assets, Stagecoach I and Stagecoach Energy jointly and severally hereby represent and warrant to the Purchasers as follows:
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANIES. Subject to the specific qualifications and limitations set forth herein, and except as set forth in the Disclosure Schedule attached to this Agreement (as the same may be amended and supplemented from time to time in accordance with Section 5(e), the "DISCLOSURE SCHEDULE") or in the Audited Balance Sheet or the schedule of liabilities attached thereto, the Seller represents and warrants to the Buyer as follows with respect to the Companies, each such representation and warranty being made as of the Effective Date only, except that (x) the representations and warranties set forth in Section 4(a) (ownership of the Shares) are made as of the date hereof and as of the Closing Date, (y) the representations and warranties set forth in Section 4(i) (legal compliance) are made as of the Effective Date and as of the Closing Date, and (z) the representations and warranties set forth in Section 4(j) (operation of Companies during Pre-Closing Period) are made as of the date hereof and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANIES. Each of the Sellers, severally, but not jointly, represents and warrants to the Buyer that each statement contained in this Article IV is true and correct as of the date hereof, except as set forth in the schedule accompanying this Agreement (the “Disclosure Schedule”) corresponding to the applicable sections of this Article IV. Each section of the Disclosure Schedule will be deemed to incorporate by reference all information disclosed in any other section of the Disclosure Schedule. Any representation or warranty concerning the Companies shall be deemed to be a representation concerning the Companies and their Subsidiaries, if any, as a whole unless the context specifically requires otherwise.
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANIES. Sellers, jointly and severally, represent and warrant as follows:
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANIES. 12 (A) Organization of the Companies 12 (B) Capitalization 12 (C) Noncontravention 13 (D) Broker’s Fees 13 (E) Title to Assets 13 (F) Financial Statements 13 (G) Undisclosed Liabilities 13 (H) Events Subsequent to Most Recent Fiscal Month End 14 (I) Legal Compliance; Permits 15 (J) Tax Matters 15 (K) Real Property 16 (L) Intellectual Property 17 (M) Contracts 18 (N) Guaranties 19 (O) Tangible Assets 20 (P) Litigation 20 (Q) Employees 20 (R) Employee Benefits 20 (S) Environmental, Health and Safety Matters 21 (T) Notes and Accounts Receivable 22 (U) Powers of Attorney 22 (V) Insurance 22 (W) Customer Disputes 24 (X) Disclosure 24 5. OTHER AGREEMENTS 24 (A) Intercompany Liabilities 24 (B) Assumption of Certain Accounts Payable 25 (C) 401(K) Plan Funding 25 6. POST-CLOSING CONVENTS 25 (A) General 25 (B) Litigation Support 25 (C) Transition 25 (D) Employee Benefit Plans 26 (E) Convenant Not To Compete 27 (F) Access to Information 28 (G) Nonassignable Contracts and Permits 29 (H) Surety Bonds 29 (I) Collection Efforts 29 (J) Withdrawl Liability Reports 32
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANIES. Each of the Sellers, jointly and severally, represents and warrants to the Buyer that each statement contained in this Article IV is true and correct as of the date hereof, except as set forth in the Disclosure Schedule.
