REPRESENTATIONS AND WARRANTIES OF SELLER PARENT. Seller Parent represents and warrants to Buyer as of the date hereof as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER PARENT. Seller Parent represents and warrants to Buyer as follows, subject to the exceptions disclosed in writing in the Seller Disclosure Schedule and delivered as of the date hereof:
REPRESENTATIONS AND WARRANTIES OF SELLER PARENT. Except as set forth in the Seller Disclosure Letter and in accordance with Section 10.8, Seller Parent hereby represents and warrants to Purchaser Parent and Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER PARENT. RELATING TO THE COMPANY AND THE COMPANY SUBSIDIARIES Except as disclosed in Seller Parent’s Disclosure Schedule, Seller Parent hereby represents and warrants to Buyer as of the date of this Agreement and the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER PARENT. Seller Parent hereby gives to the Buyer the following representations and warranties; provided, however, that the representations and warranties of this Article 3 shall be qualified by any exceptions disclosed in the Schedules corresponding to the enumerated section of this Article 3 and to any other section of this Article 3 to which any such disclosure is reasonably apparent.
REPRESENTATIONS AND WARRANTIES OF SELLER PARENT. Except as disclosed in the applicable section of the disclosure letter delivered by Seller Parent to Buyer immediately prior to the execution of this Agreement (the “Seller Disclosure Letter”) (it being agreed that disclosure of any item in any section of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section of this Agreement to which the relevance of such item is reasonably apparent), Seller Parent represents and warrants as of the date of this Agreement and as of the Closing Date (except those representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date are made solely as of such date) to Buyer as set forth below.
REPRESENTATIONS AND WARRANTIES OF SELLER PARENT. Except as disclosed in the disclosure letter delivered by Seller Parent to Buyer immediately prior to the execution of this Agreement (the “Seller Disclosure Letter”) (it being agreed that disclosure of any item in any section of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section of this Agreement to which the relevance of such item is reasonably apparent on its face), Seller Parent represents and warrants to Buyer as set forth below.
REPRESENTATIONS AND WARRANTIES OF SELLER PARENT. Seller Parent represents and warrants to Purchaser:
REPRESENTATIONS AND WARRANTIES OF SELLER PARENT. Subject to the limitations, qualifications and disclosures in this Agreement, Seller Parent makes the following representations and warranties to Buyer as of the Effective Date, and such representations shall be deemed to be repeated on the Closing Date:
REPRESENTATIONS AND WARRANTIES OF SELLER PARENT. (i) The representations and warranties of Seller Parent contained in Article II (other than the Seller Parent Fundamental Representations), without regard to any materiality or “Business Material Adverse Effect” qualifiers contained within such representations and warranties, shall be true and correct as of the Closing Date (or, to the extent such representations and warranties expressly relate to an earlier date, as of such earlier date) as though made on the Closing Date, except for such failures to be true and correct that would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, (ii) the Seller Parent Fundamental Representations (other than the Seller Parent Fundamental Representations set forth in clauses (iii) and (iv) below), without regard to any materiality or “Business Material Adverse Effect” qualifiers contained within such representations and warranties, shall be true and correct in all material respects as of the Closing Date (or, to the extent such representations and warranties expressly relate to an earlier date, as of such earlier date) as though made on the Closing Date, (iii) the representations and warranties of Seller Parent set forth in Section 2.03 (Acquired Equity Interests; Capitalization), without regard to any materiality or “Business Material Adverse Effect” qualifiers contained within such representations and warranties, shall be true and correct as of the Closing Date (or, to the extent such representations and warranties expressly relate to an earlier date, as of such earlier date) as though made on the Closing Date, except for de minimis inaccuracies, and (iv) the representations and warranties of Seller Parent set forth in Section 2.11(a) (Absence of Certain Changes) shall be true and correct as of the Closing Date (or, to the extent such representations and warranties expressly relate to an earlier date, as of such earlier date) as though made on the Closing Date. Buyer shall have received a certificate signed on behalf of Seller Parent by a duly authorized officer of Seller Parent to the effect that this condition has been satisfied.
