Confirmation of Company Representations and Warranties. To such Selling Stockholder’s knowledge, the representations and warranties of the Company contained in Section 1(A) hereof are true and correct. Such Selling Stockholder is familiar with the Registration Statement and the Prospectus and has no knowledge of any material fact, condition or information concerning the Company which is not disclosed in the Registration Statement or the Prospectus and which has had or may reasonably be expected to have a Material Adverse Change. Any certificate signed by or on behalf of any Selling Stockholder and delivered to the Underwriter or its counsel pursuant to the terms of this Agreement shall be deemed to be a representation and warranty by such Selling Stockholder to the Underwriter as to the matters covered thereby. Such Selling Stockholder acknowledges that the Underwriter and, for purposes of the opinion to be delivered pursuant to Section 5 hereof, counsel to the Company and counsel to the Underwriter, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
Appears in 1 contract
Samples: Underwriting Agreement (Red Robin Gourmet Burgers Inc)
Confirmation of Company Representations and Warranties. To Nothing has come to such Selling Stockholder’s knowledge, attention that would lead it to believe that the representations and warranties of the Company contained in Section 1(A) hereof are not true and correct. Such Selling Stockholder is familiar with has reviewed the Registration Statement and the Prospectus and has no actual knowledge of any material fact, condition or information concerning the Company which is not disclosed in the Registration Statement or the Prospectus and which has had or may reasonably be expected to have a Material Adverse Change. Any certificate signed by or on behalf of any Selling Stockholder and delivered to the Underwriter Representatives or its to counsel pursuant to for the terms of this Agreement Underwriters shall be deemed to be a representation and warranty by such Selling Stockholder to the each Underwriter as to the matters covered thereby. Such Selling Stockholder acknowledges that the Underwriter Underwriters and, for purposes of the opinion to be delivered pursuant to Section 5 5(j) hereof, counsel to the Company and counsel to the UnderwriterUnderwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
Appears in 1 contract
Confirmation of Company Representations and Warranties. To such The Selling Stockholder’s knowledge, Stockholder has no reason to believe that the representations and warranties of the Company contained in Section 1(A) hereof are not true and correct. Such Selling Stockholder , is familiar with the Registration Statement and the Prospectus and has no knowledge of any material fact, condition or information concerning the Company which is not disclosed in the Registration Statement or the Prospectus and which has had or may reasonably be expected to have a Material Adverse ChangeChange and is not prompted to sell shares of Common Stock by any information concerning the Company which is not set forth in the Registration Statement and the Prospectus. Any certificate signed by or on behalf of any the Selling Stockholder and delivered to the Underwriter Representatives or its to counsel pursuant to for the terms of this Agreement Underwriters shall be deemed to be a representation and warranty by such the Selling Stockholder to the each Underwriter as to the matters covered thereby. Such The Selling Stockholder acknowledges that the Underwriter Underwriters and, for purposes of the opinion to be delivered pursuant to Section 5 hereof, counsel to the Company and counsel to the UnderwriterUnderwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
Appears in 1 contract
Confirmation of Company Representations and Warranties. To such Such Selling Stockholder’s knowledge, Stockholder has no knowledge that the representations and warranties of the Company contained in Section 1(A) hereof are not true and correct. Such Selling Stockholder , in all material respects, is familiar with the Registration Statement and the Prospectus and has no knowledge of any material fact, condition or information concerning the Company which is not disclosed in the Registration Statement or the Prospectus and which has had or may reasonably be expected to have a Material Adverse ChangeChange and is not prompted to sell shares of Common Stock by any information concerning the Company which is not set forth in the Registration Statement and the Prospectus. Any certificate signed by or on behalf of any Selling Stockholder and delivered to the Underwriter Representative or its to counsel pursuant to for the terms of this Agreement Underwriters shall be deemed to be a representation and warranty by such Selling Stockholder to the each Underwriter as to the matters covered thereby. Such Selling Stockholder acknowledges that the Underwriter Underwriters and, for purposes of the opinion to be delivered pursuant to Section 5 hereof, counsel to the Company and counsel to the UnderwriterUnderwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
Appears in 1 contract
Confirmation of Company Representations and Warranties. To such Such Selling Stockholder’s knowledge, Stockholder has no reason to believe that the representations and warranties of the Company contained in Section 1(A) hereof are not true and correct. Such Selling Stockholder , is familiar with the Registration Statement and the Prospectus and has no knowledge of any material fact, condition or information concerning the Company which is not disclosed in the Registration Statement or the Prospectus and which has had or may reasonably be expected to have a Material Adverse ChangeChange and is not prompted to sell shares of Common Stock by any information concerning the Company which is not set forth in the Registration Statement and the Prospectus. Any certificate signed by or on behalf of any Selling Stockholder and delivered to the Underwriter Representative or its to counsel pursuant to for the terms of this Agreement Underwriters shall be deemed to be a representation and warranty by such Selling Stockholder to the each Underwriter as to the matters covered thereby. Such Selling Stockholder acknowledges that the Underwriter Underwriters and, for purposes of the opinion to be delivered pursuant to Section 5 hereof, counsel to the Company and counsel to the UnderwriterUnderwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
Appears in 1 contract