REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SHAREHOLDERS Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SHAREHOLDERS. The Shareholders, jointly and severally, represent and warrant to Purchaser the following; provided, however, that (i) with respect to each subsection of Section 3 hereof, each Shareholder represents and warrants to Purchaser only to the extent such representations and warranties relate to those Companies in which such Shareholder owns Shares (which ownership is set forth on Schedule 2.1 hereto), (ii) with respect to Sections 3.2, 3.3, 3.15 and 3.20 hereof, each Shareholder represents and warrants to Purchaser only to the extent such representations and warranties relate to such Shareholder and (iii) other than the representations and warranties made by him to Purchaser in Sections 3.2,3.3, 3.5, and 3.15 hereof, the Shareholder known as Char▇▇▇ ▇▇▇▇▇▇ ("▇rdang"), does not make any of the representations and warranties to Purchaser set forth in this Section 3; notwithstanding the foregoing, Urdang remains subject to and liable for the Shareholders' indemnification obligations set forth in Sections 8 and 9 hereof: 3.1 ORGANIZATION: GOOD STANDING. Each of the Companies is a corporation, duly incorporated, validly existing and in good standing under the laws of its incorporation and has all requisite corporate power and authority to own and lease its properties and assets and to carry on its business as currently conducted. Each of the Companies has no subsidiaries and no equity, profit sharing, participation or other ownership interest (including any general partnership interest) in any corporation, partnership, limited partnership or other entity other than as listed on Schedule 3.1 hereto. Each of the Companies is duly qualified and licensed to do business and is in good standing in all jurisdictions where such qualification is required, a list of which is set forth on Schedule 3.1.

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SHAREHOLDERS. As a material inducement to ViaSource to enter into this Agreement and to consummate the transactions contemplated hereby, each Company and each of the Shareholders, jointly and severally, make the following representations and warranties to ViaSource as of the date hereof and as of the Closing Date:

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SHAREHOLDERS. The Companies and the Shareholders hereby jointly and severally represent and warrant to the Buyer and Parent, as of the date hereof and as of the Closing Date, as follows, subject in each case to such exceptions as are specifically contemplated by this Agreement or as are set forth in the attached disclosure schedules of the Companies, as may be amended or supplemented pursuant to Section 10.7. Notwithstanding any other provision of this Agreement or the disclosure schedules of the Companies, each exception set forth in the applicable disclosure schedule of the Companies will be deemed to only qualify and limit each representation and warranty set forth in this Agreement that is specifically identified (by cross-reference or otherwise) in such disclosure schedule of the Companies as being qualified or limited by such exception.

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SHAREHOLDERS. The -------------------------------------------------------------------- Companies and the Shareholders, jointly and severally, hereby represent and warrant to Parent as follows.

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SHAREHOLDERS. Each --------------------------------------------------------------------- Company and each Shareholder hereby jointly and severally represents and warrants to the Buyer that, except as set forth in a letter dated as of the date of this Agreement, executed by each Company and each Shareholder, addressed and delivered to Buyer by each Company and each Shareholder on or prior to the Closing Date and containing information required by this Agreement and exceptions to the representations and warranties of the Companies and the Shareholders under this Agreement (the "Disclosure Letter"):

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SHAREHOLDERS. Each of the Companies and each of the Shareholders, jointly and severally (except as to the representations and warranties contained in Section 3.5, which are given severally), represent and warrant to the Purchaser as follows:

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SHAREHOLDERS. Each of the Companies (to the extent applicable to itself and its business) and each of the Shareholders, jointly and severally (except as noted at Section 2.19), represent and warrant to Eltrax and to Acquiring Sub, that the following statements are true, complete and correct as of the Closing Date:

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SHAREHOLDERS. As a material inducement to Purchaser to enter into this Agreement, except as disclosed in the disclosure Schedules delivered to Purchaser by the Companies concurrently herewith (each section of which qualifies only the representation in the correspondingly numbered Section of this Agreement), except as provided herein, the Australian Company and the Company Shareholders jointly and severally with respect to the Australian Company, the U.S. Shareholders jointly and severally with respect to the U.S. Company, and the N.Z. Shareholders jointly and severally with respect to the N.Z. Company, hereby represent and warrant to Purchaser, which representations and warranties are, as of the date hereof, and will be, as of the Closing Date, true, correct and complete that:

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SHAREHOLDERS. Each of the Companies and each of the Shareholders, jointly and severally, represent and warrant to Delphi as follows: