REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLERS. Each Seller, severally and not jointly, hereby represents and warrants to Buyer as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLERS. Unless otherwise specified below, each Seller, severally, on behalf of such Seller (and no other Seller), hereby represents and warrants to Buyer as of the date hereof that:
REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLERS. Except as disclosed in the Disclosure Schedules, each Seller hereby severally (and not jointly and severally) represents and warrants to the Purchaser, as to itself, as of the date hereof, as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLERS. Except as set forth in the Seller Disclosure Schedule, which exceptions or disclosures set forth therein will be deemed to be part of the representations and warranties made under this Agreement, each Seller represents and warrants to Buyer as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLERS. Each of the Sellers, severally, but not jointly, and solely with respect to such Seller, represents and warrants to the Buyer that each statement contained in this Article III as it applies to such Seller is true and correct as of the date hereof (and on the Closing Date to the extent specifically provided in Section 7.1(a)), except as set forth in the disclosure schedules accompanying this Agreement (collectively, the “Disclosure Schedule”):
REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLERS. Section 5.1 Organization and Good Standing 17 Section 5.2 Power and Authority; Binding Effect 17 Section 5.3 No Violation; Third-Party Consents and Approvals 18 Section 5.4 Ownership of Sale Shares 18 Section 5.5 Solvency and No Winding-up 18 Section 5.6 Quality of Information 18 Section 5.7 Ethical Practices 19 Section 5.8 No Litigation 19 Section 5.9 Financial Capacity 19 Section 5.10 Brokers and Finders 19 ARTICLE VI REPRESENTATIONS AND WARRANTIES RELATING TO THE TARGET GROUP Section 6.1 Organization and Good Standing 19 Section 6.2 Capitalization; Subsidiaries 20 Section 6.3 Due Authorization; Capacity 20 Section 6.4 No Conflicts 21 Section 6.5 Title to Properties and Assets 21 Section 6.6 Solvency and No Winding-up 21 Section 6.7 No Other Assets or Business 22 Section 6.8 Accounts 22 Section 6.9 Absence of Certain Changes 22 Section 6.10 No Undisclosed Liabilities 24 Section 6.11 Taxes 24 Section 6.12 Compliance with Law; Approvals 25 Section 6.13 Environmental Matters 25 Section 6.14 Insurance 26 Section 6.15 Employee and Labor Matters 26 Section 6.16 Proceedings 27 Section 6.17 Contracts 27 Section 6.18 Interested Party Transactions 27 Section 6.19 Ethical Practices 27 Section 6.20 Minute Books 28 Section 6.21 Financial Advisor/Broker Fees 28 Section 6.22 Obligations of Management 28 Section 6.23 Reorganization 28 ARTICLE VII REPRESENTATIONS AND WARRANTIES RELATING TO THE BUYER Section 7.1 Organization and Good Standing 29 Section 7.2 Power and Authority; Binding Effect 29 Section 7.3 No Violation; Third Party Consents and Approvals 29 ARTICLE VIII COVENANTS Section 8.1 Reorganization Period 29 Section 8.2 Reorganization 29 Section 8.3 Disclosure Schedule 30 Section 8.4 Guaranty by the Founder 30 Section 8.5 Internal Control 30 Section 8.6 Confidentiality 30 Section 8.7 Filings, Authorizations and Consents 30 Section 8.8 Press Release and Publicity 31 Section 8.9 Access to Business Records 31 Section 8.10 Conduct of Business 31 Section 8.11 Continuing Disclosure 32 Section 8.12 Taxes, Fees and Expenses 33 Section 8.13 Exclusivity 33 Section 8.14 Financial Capacity 33 Section 8.15 Grant of Options 34 ARTICLE IX ADDITIONAL AGREEMENTS Section 9.1 Call Options 34 Section 9.2 Transfer Restrictions 35 Section 9.3 Right of First Refusal 35 Section 9.4 Board Composition 36 Section 9.5 Listing 36 Section 9.6 Information Rights 36 ARTICLE X INDEMNIFICATION Section 10.1 Survival and Indemnification Periods 37 Section 10.2 General Indemnification by the Sellers...
REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLERS. The Sellers represent and warrant to the Offeror that (being each Seller severally –and not jointly– liable for the representations and warranties given below):
REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLERS. Each Seller hereby severally represents and warrants, solely with respect to such Seller and the shares of Company Capital Stock held by such Seller, to and for the benefit of Purchaser, as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLERS. Each Seller, severally but not jointly, and as to himself or herself only, represents and warrants to, and agrees with, the Buyer as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLERS. Except as provided in the Disclosure Schedules, each Seller represents and warrants to the Buyer, on behalf of itself, as follows:
