REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDERS Sample Clauses

REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDERS. Seller and each Shareholder represent and warrant, jointly and severally, to Buyer as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDERS. As an inducement to Purchasers to enter into this Agreement, Seller and the Shareholders hereby, jointly and severally, represent and warrant to Purchasers as of the date hereof and as of the Closing Date that:

REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDERS. Seller and Shareholders represent and warrant to Purchaser that the statements contained in this Article III are true, correct and complete as of the date of this Agreement and will, except as otherwise expressly provided in this Agreement be true, correct and complete on the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement) as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDERS. Seller and Shareholders jointly and severally represent and warrant to Buyer that the statements contained in this Section 3.1 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3.1 with respect to itself). Seller and Shareholders further jointly and severally represent and warrant to Buyer as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDERS. 5 3.1 Organization and Qualification Of Seller...............5 3.2

REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDERS. The Seller and Shareholders jointly and severally represent and warrant to PSC and Parent as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDERS. Seller and Shareholders represent and warrant, to the best of their knowledge, jointly and severally, to Buyer that the statements contained in this Article 3 are correct and complete as of the date hereof and as of the Closing Date, except as set forth in the disclosure schedule accompanying this Agreement or any amendments (or deemed amendments thereto) (the “Disclosure Schedule”). The Disclosure Schedule will be arranged in sections corresponding to the lettered and numbered sections contained in this Article 3.

REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDERS. Except as set forth on the disclosure schedule delivered by the Seller and the Shareholders to the Purchaser on the date hereof (the "Disclosure Schedule"), the numbers of which are numbered to correspond to the section numbers of this Agreement to which they refer, the Seller and the Shareholders hereby, jointly and severally, represent and warrant to the Purchaser as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDERS. As a material inducement to Buyer to enter into this Agreement, and to consummate the transactions contemplated by this Agreement, Seller and each of the Shareholders represents and warrants to Buyer as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDERS. Seller and Shareholders, jointly and severally, hereby represent and warrant to the Buyer and HRH as follows: A. Except as set forth in Schedule 6.A, Seller has good and marketable title to, and owns, the Assets to be sold, assigned and transferred hereunder, and the Assets are, or will be as of the Effective Date, free and clear from any and all judgments, mortgages, pledges, liens, conditional sales agreements, security interest, options or other encumbrances or claims of every nature and kind whatsoever, other than liens on any Assets transferred subject to any Assumed Liabilities. B. Seller is a corporation duly organized, validly existing and in good standing as a domestic corporation under the laws of the State of Delaware; Seller possesses all necessary corporate power to enter into this Agreement and to consummate the transactions contemplated hereby; the Shareholders and Board of Directors of Seller have taken, or will have taken by the Closing Date, all necessary corporate actions to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; and except as set forth on Schedule 6.B, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will breach or violate any provision of Seller's certificate of incorporation or bylaws, any statute or ordinance, or any material contract, agreement or other instrument to which Seller is a party or by which it is bound. C. Except as set forth on Schedule 6.C, no notice, report or other filing is required to be submitted to, and no consent, approval or authorization is required to be received from, any governmental authority or other person or entity in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder, except where failure to do so will not have a material adverse effect. D. Seller is not in default under any material agreement which is being assigned to Buyer hereunder. E. Except as set forth on Schedule 6.E, there are no judgments, actions, suits, levies, attachments or governmental or administrative agency proceedings pending or, to the best knowledge of Shareholders, threatened against or affecting the Assets or the transactions contemplated by this Agreement, nor are there any such actions pending or, to the best knowledge of Shareholders, threatened between Seller and any of its clients or insurance companies for which...