REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND THE SELLER Sample Clauses

REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND THE SELLER. Each of the Company and the Seller, jointly and severally, represents and warrants to the Buyer that, as of the date of this Agreement and as of the Closing Date:
Sample 1
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REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND THE SELLER. The Company and the Seller hereby represent and warrant as follows: (a) The Seller has valid and marketable title to 1000 shares of the Company's common stock, $1.00 par value, free and clear of any and all security interests, pledges, claims, liens, encumbrances or other rights of any other person or entity; (b) The Seller has the absolute and unrestricted right, power, authority, and capacity to transfer such shares; (c) The Company has clear and unencumbered title to the Assets, except as set forth on Exhibit "B". (d) Neither the Seller nor the Company is a party to any written or oral agreement which grants an option or right of first refusal or other arrangements to acquire any of the Company's Assets and that the Seller and the Company confirm by the execution of this Agreement that there are no contingent liabilities, factual or otherwise, threatened or pending litigation, contractually assumed obligations or unasserted possible claims which might result in a material adverse change in the future financial condition or operations of the Company. Any undisclosed liability shall remain the sole responsibility of the Seller. (e) No judgment is presently filed of record against the Company or any officer or director of the Company, and there is no litigation, arbitration, investigation, inquiry or other proceedings by or before any federal, state, county or local governmental agency or authority, or by any person or entity pending or to the knowledge of the Company or the Seller, threatened against the Company or the Seller, and neither the Company nor the Seller have knowledge of any material basis for any such litigation, proceeding, arbitration, claim, investigation, inquiry or proceeding. (f) The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Florida. It has all requisite corporate power and authority to carry on its business as now being conducted, to enter into this Agreement and to carry out and perform the terms and provisions of this Agreement. (g) Mr. Xxxxxxx Xxxxxx xx the duly elected and serving President of the Company and has been duly empowered to execute this Agreement, and any amendments and notifications hereby, by and on behalf of the Company. (h) The execution, delivery, and consummation of this Agreement have been duly and validly authorized by the Board of Directors and, if necessary, the Shareholders of the Company in a manner provided by and as required by law. (i)...
Sample 1
REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND THE SELLER. The Company and the Seller jointly and severally represent and warrant to Buyer as follows:
Sample 1

Related to REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND THE SELLER

  • 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 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 by the Company and the Operating Partnership Each of the Company and the Operating Partnership, 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 Company and the Selling Stockholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

  • 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 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 by the Company The Company 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 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:

  • 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 THE SELLER PARTIES Each Seller Party hereby represents and warrants to the Agent and the Purchasers, as to itself, as of the date hereof and as of the date of each Incremental Purchase and the date of each Reinvestment that:

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