Representations and Warranties by Seller and the Shareholders Sample Clauses

Representations and Warranties by Seller and the Shareholders. Seller and the Shareholders jointly and severally represent and warrant to Purchaser and Medialink as set forth below: 5.1. Organization, Existence and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Connecticut and has and will have at the time of Closing all corporate power to execute, deliver and perform this Agreement and the other agreements and instruments to be executed and delivered by Seller and the Shareholders pursuant hereto and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by Seller and the Shareholders does not, and the consummation of the transactions contemplated hereby will not, violate any provisions of Seller's Certificate of Incorporation or By-Laws or of any law or regulation applicable to Seller or the Shareholders or of any agreement, mortgage, license, lease, arrangement, instrument, order, arbitration award, judgment or decree to which Seller or the Shareholders is a party or by which Seller or the Shareholders is bound or result in the creation of any Lien (as hereinafter defined), on the Assets.
Sample 1
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Representations and Warranties by Seller and the Shareholders. As a material inducement to Buyer to execute and perform its obligations under this Agreement, Seller and Shareholder hereby, jointly and severally, represent and warrant to Buyer as follows as of the Closing Date: (a) Organization of Seller; Enforceability. (i) Seller is a corporation, organized, and in good standing, respectively, in the State of California, and is qualified to do business and is in good standing in each other State where the nature of its business or the assets held by it requires such qualification, and has requisite corporate power and authority to carry on its Business as presently being conducted, to enter into this Agreement, and to carry out and perform the terms and provisions of this Agreement. Each of this Agreement and each agreement, instrument, certificate and document in connection with this Agreement or the transactions contemplated hereby ("TRANSACTION DOCUMENTS") constitutes the legal, valid and binding obligations of Seller, enforceable against it in accordance with its respective terms, subject to and limited by the effect of applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws and court decisions of general application or of legal and equitable principles relating to, limiting or affecting the enforcement of creditors' rights generally. Seller does not have any subsidiaries. (ii) This Agreement and each Transaction Document to which each Shareholder is a party constitutes the legal, valid and binding obligations of each Shareholder, enforceable against each Shareholder in accordance with its terms, subject to and limited by the effect of applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws and court decisions of general application or of legal and equitable principles relating to, limiting or affecting the enforcement of creditors' rights generally.
Sample 1
Representations and Warranties by Seller and the Shareholders. As a material inducement to Buyer to execute and perform its obligations under this Agreement, Seller and the Shareholders hereby, jointly and severally, represent and warrant to Buyer as follows as of the Closing Date:
Sample 1
Representations and Warranties by Seller and the Shareholders. Seller and each of the Shareholders hereby jointly and severally (subject to Section 9.1 hereof) represent and warrant to Purchaser as follows:
Sample 1

Related to Representations and Warranties by Seller and the Shareholders

  • Representations and Warranties of the Seller and the Purchaser (a) The Seller hereby represents and warrants to the Purchaser as of the date of this Agreement that:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8

  • Representations and Warranties of the Company and the Selling Shareholders (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-120615) with respect to the Shares has been prepared by the Company in conformity in all material respects with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-1. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting in all material respects, at the time of filing thereof, the requirements of the Rules and Regulations) contained therein and the exhibits and financial statements thereto, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) of the Act, is herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "Prospectus" means the form of prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.

  • Representations and Warranties of the Company and the Selling Stockholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANY Seller and the Company jointly and severally represent and warrant to the Purchaser that:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

  • Representations and Warranties by the Selling Shareholders Each Selling Shareholder severally represents and warrants to the Underwriter as of the date hereof, as of the Applicable Time, as of the Closing Time, and agrees with the Underwriter, as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER Parent and the Purchaser represent and warrant to the Company as follows:

  • Representations and Warranties by the Selling Stockholders Each Selling Stockholder severally represents and warrants to each Underwriter as of the date hereof, as of the Closing Time, and, if the Selling Stockholder is selling Option Securities on a Date of Delivery, as of each such Date of Delivery, and agrees with each Underwriter, as follows:

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