REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SHAREHOLDERS Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SHAREHOLDERS. As an inducement to the Purchaser to enter into this Agreement and to consummate the transactions contemplated hereby, the Companies and (x) the MGR Shareholders solely with respect to MGR, (y) the DSI Shareholder solely with respect to DSI, and (z) the Contract Air Shareholders solely with respect to Contract Air, each represent and warrant to the Purchaser that each and all of the following representations and warranties (as modified by (i) the express terms of this Agreement, (ii) the disclosure schedules delivered to the Purchaser contemporaneously with the execution and delivery of this Agreement (the "Schedules"), and (iii) any Supplement delivered by the Shareholders and not objected to by the Purchaser pursuant to Section 13.21 of this Agreement) are true and correct as of the date of this Agreement (except for the representations and warranties set forth in Sections 3.27 and 3.28 (other than Section 3.28(e)), and any other representations and warranties which independently cover the subject matters addressed by Sections 3.27 and 3.28 (other than Section 3.28(e)) such as, without limitation, Section 3.15, but only to the extent such other representations and warranties independently cover such subject matters) and that each and all of such representations and warranties (including those set forth in Sections 3.27 and 3.28) will be true and correct as of the Closing Date. The Schedules shall be arranged by the applicable Companies in paragraphs corresponding to the sections and subsections contained in this Article 3. When, in this Agreement, the Companies and the Shareholders make representations and warranties with respect to a particular fact or matter, the Companies' and the Shareholders' representation and/or warranty shall be deemed to be applicable only to (A) and made only by, the specific Company that is representing as to itself and (X) the representations and warranties applicable to the Company in which a Shareholder has a direct interest as a shareholder of that Company.

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SHAREHOLDERS. The Companies and the Shareholders for good and valuable consideration, the receipt of which is hereby acknowledged, hereby, jointly and severally, represent and warrant to Buyer as of the date hereof and as of the Closing Date, as follows:

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. Except as set forth in the applicable sections of the Companies’ Disclosure Schedule attached hereto (the “Disclosure Schedule”), it being agreed that (a) a disclosure in any one section of such Disclosure Schedule shall be deemed disclosed in any other section of such disclosure if the relevance of such disclosure to such other section is reasonably apparent, and (b) mere inclusion of an item in the Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by the Companies or the Shareholders that such item constitutes a material exception or a fact, event or circumstance that would reasonably be expected to have Material Adverse Effect (as defined herein), the Companies and the Shareholders, jointly and severally, represents and warrants to Purchaser as follows:

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. 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. 9 4.1 Corporate Status ..................................... 9 4.2

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. In order to induce ADP and American to enter into this Agreement, the Companies and the Shareholders hereby jointly and severally represent and warrant to ADP and American that the statements contained in this Article are true, correct and complete, except as disclosed in the Schedules referred to in this Article and delivered by the Companies to ADP on or prior to the date of this Agreement (collectively, the "APA and OCS Schedules"):