REPRESENTATIONS AND WARRANTIES OF COMPANY AND SELLERS. As a material inducement to Buyer entering into this Agreement and knowing and acknowledging that Buyer is relying upon the same, the Company and Sellers, jointly and severally, hereby make, as of the Closing Date, the following representations and warranties to Buyer.
REPRESENTATIONS AND WARRANTIES OF COMPANY AND SELLERS. Company and each of Sellers jointly and severally represent and warrant to Purchaser the following matters. For purposes of Sections 3.6 through and including 3.14, Section 3.16, Sections 3.17 through and including 3.22, Sections 3.24 through and including 3.30 and Sections 3.33 through and including 3.37 (including all definitions referenced therein), the term “Company” shall also be deemed to include any Person in which Company currently holds, or in the past held, an interest. These representations and warranties, and the information in the Disclosure Schedules referenced therein, are current as of the date of this Agreement and as of the Closing Date except to the extent that a representation, warranty or Schedule expressly states that such representation or warranty, or information in such Schedule, is current only as of an earlier date or as of the date of this Agreement.
REPRESENTATIONS AND WARRANTIES OF COMPANY AND SELLERS. Company and each of Sellers jointly and severally represent and warrant to Purchaser the following matters. For purposes of Sections 3.6 through and including 3.14, Sections 3.16 through and including 3.30 and Sections 3.32 through and including 3.40 (including all definitions referenced therein), the term “Company” shall also be deemed to include Galaxy Canada Corporation and Galaxy Scientific Canada Company, a Nova Scotia unlimited liability company and for the purposes of Section 3.14, Company shall also include Galaxy Tracking Systems, LLC and Galaxy Aviation Security, L.L.C. If an item listed in the Disclosure Schedules is listed in reference to any Subsidiary or former Subsidiary pursuant to the previous sentence, the applicable Disclosure Schedule shall identify such Person. These representations and warranties, and the information in the Disclosure Schedules referenced therein, are current as of the date of this Agreement and as of the Closing Date except to the extent that a representation, warranty or Schedule expressly states that such representation or warranty, or information in such Schedule, is current only as of an earlier date or as of the date of this Agreement.
REPRESENTATIONS AND WARRANTIES OF COMPANY AND SELLERS. 8.1.1. All representations, warranties, covenants and agreements of Company and Sellers shall survive the execution and delivery of this Agreement and the Closing
REPRESENTATIONS AND WARRANTIES OF COMPANY AND SELLERS. The Company and each Seller, jointly and severally, hereby represent and warrant to Purchaser as follows, except as specifically disclosed in the schedules to this Article II (whether or not any such schedule is specifically described in or required by this Article II) and attached hereto (collectively, the “Disclosure Schedules”):
REPRESENTATIONS AND WARRANTIES OF COMPANY AND SELLERS. Company and Sellers, jointly and severally, represent and warrant to Purchaser, as of the date hereof, and at the Closing Date, subject to the exceptions set forth in the Seller Disclosure Schedule, which will be deemed to qualify all applicable representations and warranties under this Agreement regardless of whether specifically cross-referenced as pertaining thereto:
REPRESENTATIONS AND WARRANTIES OF COMPANY AND SELLERS. As a material inducement to the Purchaser to enter into this Agreement and purchase the Membership Interests and Promissory Notes, the Sellers and the Company, jointly and severally, represent and warrant that, except as set forth in the attached Disclosure Schedule:
REPRESENTATIONS AND WARRANTIES OF COMPANY AND SELLERS. Company and Sellers jointly and severally represent and warrant to Buyer that on the date of this Agreement and on the Closing Date:
REPRESENTATIONS AND WARRANTIES OF COMPANY AND SELLERS. The Company and Sellers hereby jointly and severally represent and warrant to the Purchaser and Newco, subject to such exceptions as are specifically disclosed in writing in the Company's Disclosure Schedule (which shall be arranged in paragraphs corresponding to the number and lettered paragraphs contained in this Article IV and shall qualify only the corresponding representations in this Article IV and any other section hereof where it is reasonably clear, upon a reading of such disclosure without any independent knowledge on the part of the reader regarding the matter disclosed, that the disclosure is intended to apply to such other section), as follows:
REPRESENTATIONS AND WARRANTIES OF COMPANY AND SELLERS. 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 3.10 3.11 3.12 3.13 3.14 3.15 3.16 3.17 3.18 3.19 3.20 3.21 3.22 3.23 3.24 3.25 3.26 3.27 3.28 3.29 3.30 3.31 3.32 3.33 3.34 3.35 3.36 Organization Authorization; Corporate Documentation. Title to the Company Common Stock Capitalization Binding Agreement No Breach. Permits Compliance with Laws Title to and Sufficiency of Assets Condition of Personal Property Accounts Receivable Intellectual Property. Contracts. Litigation Financial Statements Liabilities Tax Matters. Insolvency Proceedings Employee Benefit Plans; ERISA. Insurance.
