Representations and Warranties of Companies and Sellers. The representations and warranties of the Companies and the Sellers set forth in this Agreement shall be true and correct in all respects on and as of the date hereof and as of the Closing Date as if made on and as of such date or, if made as of a specific date, as of such date; provided, that for purposes of this Section 9.1, such representations and warranties shall be deemed true and correct in all 77 respects to the extent that, after removing concepts of Material Adverse Effect or materiality from all such individual representations and warranties, the aggregate effect of any inaccuracies in all such representations and warranties as of the applicable times does not and would not reasonably be expected to be material to the Companies taken as a whole; but provided, further, that the foregoing proviso shall not apply to the representations and warranties relating to the capitalization of the Companies set forth in Section 4.1.
Representations and Warranties of Companies and Sellers. As a material inducement to Buyer entering into this Agreement and knowing and acknowledging that Buyer is relying upon the same, the Companies and Sellers, jointly and severally, hereby make, as of the Effective Date, the following representations and warranties to Buyer.
Representations and Warranties of Companies and Sellers. 16 3.1. Organization, Qualification and Corporate Power 17 3.2. Authorization 17 3.3. Capitalization 18 3.4. No Subsidiaries 18 3.5. No Conflicts 18 3.6. Consents 18 3.7. Financial Statements 18 3.8. Undisclosed Liabilities 19 3.9. Events Subsequent to December 31, 2015 19 3.10. Legal Compliance 20
Representations and Warranties of Companies and Sellers. Subject to such exceptions, which exceptions shall constitute representations and warranties of Company and Sellers hereunder, as are specifically disclosed in the disclosure schedule (referencing the appropriate section, subsection, paragraph and subparagraph numbers of this Agreement to which the information stated in such disclosure is related, and such other sections, subsections, paragraphs or subparagraphs of this Agreement to the extent a matter is disclosed in such a way as to make its relevance to the information called for by such other section, subsection, paragraph or subparagraph readily apparent based solely on the substance of such disclosure) supplied by the Companies and Sellers to Buyer (the “Disclosure Schedule”) and dated as of the date hereof, each Company and each Seller, hereby represents and warrants to Buyer that the statements contained in this Article III are true and correct as of the date of this Agreement and will be true and correct as of the Closing (as though made at the Closing); provided, that the representations and warranties made as of a specified date will be true and correct as of such date. The representations and warranties of Sellers in this Article III shall be several (and not joint), except that the Sellers agree that they shall be jointly and severally liable for breaches of such representations and warranties if such breaches result from or are caused by the fraud or intentional misconduct of any Company or Seller.
Representations and Warranties of Companies and Sellers. Each Company and Sellers represent and warrant to Purchaser as of the date hereof and on the Closing Date as follows, subject to the exceptions set forth in the Companies and Sellers Disclosure Schedule, which shall be deemed to qualify all applicable representations and warranties under this Agreement where specifically cross-referenced as pertaining thereto.
