Recapitalization Distribution and Other Transactions Certain Covenants Representations and Warranties Sample Clauses

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Recapitalization Distribution and Other Transactions Certain Covenants Representations and Warranties 

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Related to Recapitalization Distribution and Other Transactions Certain Covenants Representations and Warranties

• Representations and Warranties of the Transaction Entities A. Each of the Transaction Entities hereby represents and warrants to, and covenants with, each Underwriter as follows:

• Representations and Warranties by the Transaction Entities Each of the Transaction Entities, jointly and severally, represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:

• Representations and Warranties of the Executive The Executive represents and warrants to the Company as follows:

• Representations and Warranties of the Placement Agent The Placement Agent represents and warrants to the Company as follows:

• Representations and Warranties of the Transfer Agent The Transfer Agent represents and warrants to the Fund that:

• Representations and Warranties of the Employee The Employee represents and warrants to the Company as follows:

• Representations and Warranties of the Parent The Parent hereby represents and warrants to the Shareholder as follows:

• Representations and Warranties by the Executive The Executive represents and warrants to the Employer that the execution and delivery by the Executive of this Agreement do not, and the performance by the Executive of the Executive's obligations hereunder will not, with or without the giving of notice or the passage of time, or both: (a) violate any judgment, writ, injunction, or order of any court, arbitrator, or governmental agency applicable to the Executive; or (b) conflict with, result in the breach of any provisions of or the termination of, or constitute a default under, any agreement to which the Executive is a party or by which the Executive is or may be bound.

• REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION Parent and Acquisition hereby represent and warrant to the Company as follows:

• Representations and Warranties of the Parties Each of the Parties hereby represents and warrants to each of the other Parties as follows: