REPRESENTATIONS AND WARRANTIES OF THE PARENT AND BUYER. The Parent and the Buyer represents and warrants to the Stockholders that the statements contained in this Article III are true and correct, except as set forth in the disclosure schedule provided by the Buyer to the Company no later than thirty (30) days following the date of this Agreement (the “Parent Disclosure Schedule”). The Parent Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article III; and to the extent that it is clear from the context thereof that such disclosure also applies to any other numbered paragraph contained in this Article III, the disclosures in any numbered paragraph of the Disclosure Schedule shall qualify such other corresponding numbered paragraph in this Article III. For purposes of this Article III, the phrase “to the knowledge of the Buyer” or any phrase of similar import shall be deemed to refer to the actual knowledge of any officer or director of the Parent and Buyer following a reasonable inquiry.
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND BUYER. As an inducement to Seller to enter this Agreement and to consummate the transactions contemplated hereby, the Parent and the Buyer represents and warrants to the Seller as follows:
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND BUYER. 26 6.1 ORGANIZATION................................................................26 6.2 AUTHORITY RELATIVE TO THIS AGREEMENT........................................26 6.3 CONSENTS AND APPROVALS; NO VIOLATION........................................26 6.4
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND BUYER. The Parent and Buyer jointly and severally represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND BUYER. 26 6.1 Organization. . . . . . . . . . . . . . . . . . 26 6.2 Authority Relative to this Agreement. . . . . . 26 6.3
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND BUYER. Section 3.1 Due Organization, Good Standing and Corporate Power
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND BUYER. The Parent and Buyer represent and warrant to the Seller, subject to such exceptions or qualifications to specific representations and warranties as are disclosed in writing in the disclosure letter previously delivered by the Parent and Buyer to the Seller (the “Parent Disclosure Letter”):
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND BUYER. 5 Section 5.1 Organization............................................. 5 Section 5.2 Capitalization of the Parent............................. 5 Section 5.3 Authority................................................ 6 Section 5.4 Consents................................................. 6 Section 5.5 Defaults................................................. 6 Section 5.6 Investment Company....................................... 6 Section 5.7 Financial Statements..................................... 6 Section 5.8 Taxes.................................................... 7 Section 5.9 Full Authority........................................... 7 Section 5.10 Access................................................... 7 Section 5.11 Disclosure............................................... 7 Section 5.12 Parent Material Adverse Effect........................... 8
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND BUYER. The Parent and Buyer jointly and severally represent and warrant to the Seller Parties the following:
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND BUYER. All representations and warranties made by the Parent and the Buyer in this Agreement shall be true and correct in all material respects on and as of the Closing Date as if again made by the Parent and the Buyer, respectively, on and as of such date, and the Seller and Mid-Am shall have received a certificate dated the Closing Date and signed by the Chairman of the Board or President and by the chief financial officer of the Parent and the Buyer, respectively, to that effect.
