Joint and Several Representations and Warranties. The Stockholders ------------------------------------------------ jointly and severally represent and warrant to CenterPoint that the authorized capital stock of the Company consists of Fifteen Thousand (15,000) shares of Company Stock, of which Fourteen Thousand Eight Hundred Nine (14,809) shares are issued and outstanding all of which are validly issued and are fully paid, nonassessable and free of preemptive rights.
Joint and Several Representations and Warranties. Sellers jointly and severally represent to Purchaser, as of the date hereof, as follows:
Joint and Several Representations and Warranties. The Members jointly and severally represent and warrant to Centerprise that the authorized capital stock of the Company consists of ______ shares of Company Stock, of which _____ shares are issued and outstanding, all of which are validly issued and are fully paid, nonassessable and free of preemptive rights.
Joint and Several Representations and Warranties. Subject to Section 9.1.1(a), the Signing Stockholders jointly and severally represent and warrant (other than The 1818 Mezzanine Fund, L.P. for which such representation and warranty shall only be several) to CenterPoint that to such Signing Stockholder's actual knowledge, the representations and warranties (other than the representations and warranties in Section 4.4.1 and Section 4.16) of the Company set forth in Article IV of this Agreement are true and correct. Subject to Section 9.1.1(a), the Signing Stockholders jointly and severally represent and warrant (other than The 1818 Mezzanine Fund, L.P. for which such representation and warranty shall only be several) to CenterPoint that the representations and warranties of the Company in Section 4.4.1 and Section 4.16 are true and correct.
Joint and Several Representations and Warranties. The ASDG Shareholders hereby jointly and severally represent and warrant to Inflatables the following matters on and as of the date of this Agreement and at the Closing Date; provided, however, that before any breach of or inaccuracy in any of the representations or warranties given in this Section 4 shall be actionable or shall constitute grounds for termination of or failure to perform under the terms of this Agreement by Inflatables, such breach or inaccuracy must have had a Material Adverse Effect.
Joint and Several Representations and Warranties. Each of you hereby represent and warrant to us that any and all transfers and commingling of funds required or permitted by any Services, and all other aspects of the performance hereof by the parties, have been duly authorized by law and by all necessary parties, including, without limitation, the account holder of each account and that each of you have obtained and shall maintain in your regular business records and make available to us upon reasonable demand, adequate documentary evidence of such authorization from the account holder of each account, executed by the duly authorized officer(s) of each such account holder in accordance with that account holder’s corporate bylaws and board resolutions. Each representation and warranty contained herein shall be continuing and shall be deemed to be repeated upon your use of the Services and our effecting each transfer and commingling of funds.
Joint and Several Representations and Warranties. In order to induce CECP to purchase the Preferred Stock and the Warrants, the Shareholders jointly and severally represent and warrant (such representations and warranties being the "Joint and Several Representations and Warranties") to CECP that:
a. Incorporation of the Company's Representations and Warranties in Purchase Agreement. All representations and warranties made by the Company in the Purchase Agreement are true and correct in all material respects as of the date hereof with the same force and effect as though made on and as of the date hereof, and such representations and warranties are hereby confirmed to CECP and made the Joint and Several Representations and Warranties of the Shareholders hereunder as fully as if set forth herein as being made by the Shareholders; provided, however, that the Joint and Several Representations and Warranties, other than those constituting Major Joint and Several Representations and Warranties described in subsection b. below, are, in and every case, qualified as being made only to the best of the Shareholders' Knowledge thereof.
Joint and Several Representations and Warranties. The Joint and 4 Several Representations and Warranties made by the Company in Section 4.6(a)(i) and (ii), Section 4.6(b), Section 4.6(c), Section 4.13, Section 4.14, Section 4.19, Section 4.22(a) and/or Section 4.28(b) of the Purchase Agreement are sometimes hereinafter referred to as the "Major Joint and Several Representations and Warranties") and are not qualified as being made only to the best of the Shareholders' Knowledge thereof.
Joint and Several Representations and Warranties. The Members jointly ------------------------------------------------ and severally represent and warrant to CenterPoint that each of the Seller Interests and (as of the Closing Date) the Company Interests are owned beneficially and of record in accordance with Schedule 4.4, and all such Seller ------------ Interests and Company Interests are validly issued and are fully paid, nonassessable and free of preemptive rights.
Joint and Several Representations and Warranties. The Sellers and the ------------------------------------------------ Partners jointly and severally represent and warrant to CenterPoint that (i) the HCVT Interests (as of the date hereof) and the Company Interests (as of the Closing Date) are truly and accurately set forth on Schedule 4.4 attached ------------ hereto, and such Interests are or will be validly issued and fully paid, nonassessable and free of preemptive rights, (ii) the authorized capital stock of each Corporate Partner consists of such number of shares as are set forth on Schedule 4.4 attached hereto, including such number of shares as are issued and ------------ outstanding, all of which are validly issued and are fully paid, nonassessable and free of preemptive rights, and (iii) the membership interests of each LLC Partner consists of such equity ownership as is set forth on Schedule 4.4 ------------ attached hereto, all of which interests are validly issued and fully paid, non- assessable and free of preemptive rights.
