REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE MEMBERS Clause Samples
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE MEMBERS. Each representation and warranty contained in this Article 2 is qualified by the disclosures made in the disclosure schedule attached hereto as Article 2 (the "DISCLOSURE SCHEDULE"). This Article 2 and the Disclosure Schedule shall be read together as an integrated provision. The Company and the Members, jointly and severally, represent and warrant to Buyer that:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE MEMBERS. The Company and the Members hereby jointly and severally make the representations and warranties set forth in this Article III to Compass. The Company has delivered to Compass the Schedules to this Agreement referred to in this Article III prior to the date hereof. The Company and the Members agree at the Closing to provide Compass and Merger Sub with supplemental Schedules reflecting any changes thereto between the date of such Schedules and the date of the Closing.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE MEMBERS. Each of the Company and the Members hereby jointly and severally represent and warrant to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE MEMBERS. Except as disclosed in writing in a disclosure letter referring specifically to the representations and warranties in this Agreement that specifically identifies the section and subsection to which such disclosure relates and that is delivered to Parent by the Company and the Members and certified by a duly authorized officer of the Company and the Members as contemplated below (the "Company Schedules"), each of the Company and the Members severally and not jointly represents and warrants to Parent as set forth below. Notwithstanding anything to the contrary contained herein, if the Company has not, as of the date hereof (the "Signing Date"), completed and/or delivered one or more of the Sections in the Company Schedules referred to in this Agreement and required to be delivered by the Company pursuant hereto, then the Company shall be permitted to complete and deliver such Sections in the Company Schedules to the Parent after the Signing Date, but in no event later than five business days from the Signing Date. The Parent shall be deemed to have accepted any such revised or newly delivered Sections to the Company Schedules unless within four business days after receipt thereof it shall have delivered to the Company a notice terminating this Agreement. If the Parent's approval of such revised or newly delivered Sections in the Company Schedule is granted or is deemed granted, any Sections in the Disclosure Schedule attached hereto as of the Signing Date and delivered by the Company which have subsequently been revised shall be deemed to be amended in accordance with such revised Sections in the Company Schedules as of the Signing Date and such late-delivered Sections in the Company Schedules shall be deemed delivered by the Company as of the Signing Date.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE MEMBERS. Each Party hereby represents and warrants that:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE MEMBERS. Except as set forth in the Company’s disclosure schedule provided herewith (the “Company Disclosure Schedule”), the Company and the Members, jointly and severally, hereby represent and warrant to the Buyer, as of the date hereof and as of the Closing Date, except to the extent certain representations and warranties are limited to a certain date set forth in the applicable section, as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE MEMBERS. Section 4.1 Organization. . 8
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE MEMBERS. Except as set forth on the Disclosure Schedule, the Company and the Members hereby, jointly and severally, represent and warrant to the Purchaser as of the date of this Agreement and as of the Closing Date, as set forth below.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE MEMBERS. Except as disclosed by the Company in the disclosure schedule, dated as of the date of this Agreement and attached hereto (the “Disclosure Schedule”), the Company and the Members, jointly and severally, hereby represent and warrant to the Buyer as of the date hereof as follows. The Disclosure Schedule shall be arranged in sections corresponding to the numbered and lettered sections and subsections contained in this Article III, and the disclosures in any section or subsection of the Disclosure Schedule shall qualify only the corresponding section or subsection of this Article III.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE MEMBERS. The Company and each of the Members (except for ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇) jointly and severally represents and warrants to Clarant and Newco that all of the following representations and warranties in this Section 5(A) are true at the date of this Agreement, shall be true, accurate and complete at the Pre-Closing Date and the Closing Date, in each case as modified by any applicable Schedule amendments or supplements pursuant to Section 7.11, and each of the Members further represents and warrants that, except as contemplated hereby or as affected by the transaction contemplated hereby, such representations and warranties shall survive the Closing Date as provided in Article 11: