REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS AND THE COMPANY. The ------------------------------------------------------------------- Company and Shareholders hereby jointly and severally represent, warrant and agree as of the date hereof and as of the date of the Closing as follows:
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS AND THE COMPANY. Except as set forth in a disclosure schedule of the Company, which identifies by specific section number the section and subsection to which such disclosure relates, and is delivered by the Company to Acquiror concurrently with the execution of this Agreement (the "Company Disclosure Schedule"), the Company and the Shareholders jointly and severally (subject to the limitations of this Agreement) represent and warrant to Acquiror as of the date hereof and as of the Effective Date as follows:
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS AND THE COMPANY. Each Shareholder and the Company, jointly and severally among all of them, represent and warrant to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS AND THE COMPANY. Subject to the provisions of Clause 3.31 hereof the Shareholders jointly and severally, represent and warrant to Buyer that the statements contained in this Article III are accurate, correct and complete as of the date of this Agreement and as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article III) in all material respects. For the avoidance of doubt the property warranties contained in this agreement shall apply solely to the Properties save where there is a specific reference to the Residential Properties in the property warranties.
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS AND THE COMPANY. Each Shareholder and the Company, jointly and severally among all of them, represent and to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS AND THE COMPANY. Except as set forth in the Disclosure Schedule delivered by Company and Shareholders to Purchaser at or prior to the execution of this Agreement and except as set forth in any amendment, revision or restatement of such Disclosure Schedule which is delivered to Purchaser at or prior to the Closing), the Company and each of the Shareholders, jointly and severally, represents and warrants to Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS AND THE COMPANY. The Shareholders and the Company hereby, as of the date hereof and as of the Closing Date, jointly and severally, represent and warrant to the Purchaser and Paradigm, and acknowledge that the Purchaser and Paradigm are entering into this Agreement in reliance on the said warranties, as follows:
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS AND THE COMPANY. 28 Section 3.01 Authority of Shareholders. 28 Section 3.02 Organization, Authority and Qualification of the Company. 28 Section 3.03 Capitalization. 28 Section 3.04 No Subsidiaries. 29 Section 3.05 No Conflicts; Consents. 29 Section 3.06 Financial Statements. 29 Section 3.07 Undisclosed Liabilities. 30 Section 3.08 Absence of Certain Changes, Events and Conditions. 30 Section 3.09 Material Contracts. 32 Section 3.10 Title to Assets; Real Property. 34 Section 3.11 Condition And Sufficiency of Assets. 35 Section 3.12 Intellectual Property. 35 Section 3.13 Inventory. 37 Section 3.14 Accounts Receivable. 37 Section 3.15 Customers and Suppliers. 37 Section 3.16 Insurance. 37 Section 3.17 Legal Proceedings; Governmental Orders. 38 Section 3.18 Compliance With Laws; Permits. 38 Section 3.19 Environmental Matters. 39 Section 3.20 Employee Benefit Matters. 40 Section 3.21 Employment Matters. 44 Section 3.22 Taxes. 45 Section 3.23 Indebtedness. 47 Section 3.24 Books and Records. 47 Section 3.25 Brokers. 47 Section 3.26 Full Disclosure. 48
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS AND THE COMPANY. Except as set forth in the correspondingly numbered schedules of the Disclosure Schedules, (i) solely with respect to Section 3.01 (Authority of Shareholders), each Shareholder severally represents and warrants, and (ii) solely with respect to Sections 3.02 (Organization, Authority and Qualification of the Company) through Section 3.26 (Full Disclosure), the Insider Shareholders and the Company jointly and severally represent and warrant that the statements contained in this Article III (Representations and Warranties of Shareholders and the Company) are true, correct and not misleading as of the date hereof.
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS AND THE COMPANY. Shareholders and the Company, jointly and severally, make the following representations and warranties to each of Acquisition Co. and Novatek.
