REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDERS. Each of the Shareholders represents and warrants, severally but not jointly, to the Buyer that the statements contained in this Section 2.1 are correct as to himself as of the date of this Agreement and will be correct as to himself as of the Closing Date and (as though made then), except as set forth in the disclosure schedule delivered by the Shareholders to the Buyer on the date hereof, as supplemented or amended in accordance with Section 3.4 of this Agreement (such schedule, as so supplemented or amended, the "Shareholders Disclosure Schedule"). The Shareholders Disclosure Schedule is arranged in sections and paragraphs corresponding to the lettered and numbered sections and paragraphs contained in this Section 2.1. References in Section 2.1 to a numbered schedule mean the section of the Shareholders Disclosure Schedule that corresponds with that number; for example, references to "Schedule 2.1(d)" mean Section 2.1(d) of the Shareholders Disclosure Schedule. Notwithstanding anything herein to the contrary, each matter disclosed in either the Shareholders Disclosure Schedule or the Company Disclosure Schedule shall be deemed responsive to all other Sections of the Agreement to which disclosure is required by the Shareholders and/or the Company; provided, however, that the responsiveness of such a disclosure matter to another Section of the Agreement and/or disclosure schedule is obvious.
REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDERS. Each Shareholder represents and warrants to the Company as follows:
(i) Each of the Shareholders has clear, good and marketable title to the SVM Shares held by him/ her, free and clear of any encumbrances, and there is no agreement or commitment which restricts the transactions contemplated under this Agreement or gives creates any encumbrances. Further, each Shareholder warrants that no claim has been made by any person to be entitled to any rights or interests over such SVM Shares.
(ii) There are no outstanding Tax demands or pending Tax proceedings (including recovery proceedings) against such Shareholder that could reasonably be expected to adversely affect the Exchange or render such Exchange void. To the extent any Tax proceedings raise a demand, such Shareholder will promptly meet the necessary demand towards such Taxes. The respective Shareholder has the necessary financial resources to meet his/her outstanding Tax demands and Tax demands that may arise from Tax proceedings pending as of the Exchange Date.
(iii) Each Shareholder is a tax resident of the country where such Shareholder claims to be a Tax resident as certified by a Chartered Accountant.
(iv) The facts represented and information provided by the Shareholder to the Company and the respective chartered accountants for preparation of the Tax Documentation are true, correct and complete in all respects and are not misleading.
REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDERS. Each of the Shareholders represents and warrants to the Parent and the Merger Sub that the statements contained in this Section 2.1 are correct as to himself or herself as of the date of this Agreement and will be correct as to himself or herself as of the Preliminary Closing Date and the Final Closing Date (as though made then), except as set forth in the disclosure schedule delivered by the Shareholders to the Parent and the Merger Sub on the date hereof, as supplemented or amended in accordance with Section 3.4 of this Agreement (such schedule, as so supplemented or amended, the "Shareholders Disclosure Schedule"). The Shareholders Disclosure Schedule is arranged in sections and paragraphs corresponding to the lettered and numbered sections and paragraphs contained in this Section 2.1. References in Section 2.1 to a numbered schedule mean the section of the Shareholder Disclosure Schedule that corresponds with that number; for example, references to "Schedule 2.1(b)" mean section 2.1(b) of the Shareholder Disclosure Schedule. The Shareholder Disclosure Schedule constitutes an exception to each warranty or representation set forth herein, whether or not such warranty or representation specifically refers to the Shareholder Disclosure Schedule; accordingly each warranty or representation set forth herein is deemed to be preceded by the clause: "Except as set forth in the Shareholder Disclosure Schedule . . .".
REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDERS. Each Shareholder hereby severally represents and warrants to Buyer as follows:
(a) At the time the Tendered Shares are tendered in the Offer, each Shareholder, either individually or together with his spouse, will have good and valid title to the Tendered Shares, free and clear of all restrictions, claims, liens, charges and encumbrances.
(b) Each Shareholder has good and valid title to the Cash-Out Options (including, without limitation, the Under Water Options), free and clear of all restrictions, claims, liens, charges and encumbrances other than those set forth in the 1986 Employee Incentive Stock Option Plan and the 1996 Employee Incentive Stock Option Plan (together, the "Plans").
(c) Each Shareholder has the power, authority, and capacity to enter into and perform its obligations under this Agreement, and to consummate the transactions contemplated herein. This Agreement has been duly and validly executed by each Shareholder and is the legal, valid and binding obligation of each Shareholder, enforceable in accordance with its terms, except as enforceability may be limited by equitable principles or by bankruptcy, fraudulent conveyance or insolvency laws affecting the enforcement of creditors' rights generally.
(d) Neither the execution and delivery of, nor the performance of its obligations under, this Agreement by each Shareholder, nor the consummation of the transactions contemplated herein, will conflict with, violate or result in a breach of any of the terms or provisions of, or constitute a default (with the passage of time or giving of notice or both) or give rise to any right of termination, cancellation or acceleration under any agreement or instrument to which such Shareholder is a party or violate any law, order, judgment, decree, rule or regulation of any court or governmental authority having jurisdiction over each Shareholder or any of the Tendered Shares or Cash-Out Options.
(e) No Shareholder has retained any broker or finder in connection with the transactions contemplated herein so as to give rise to any valid claim against Buyer for any fee, sales commissions, finders' fees, financial advisory fee or other fees or expenses for which Buyer shall be liable.
REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDERS. Each Shareholder hereby represents and warrants to the Company that as of the date hereof and again as of the Closing Date:
REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDERS. Each Shareholder makes the following representations and warranties to the Company as of the Contribution Date:
REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDERS. Each -------------------------------------------------- Shareholder represents and warrants to the Company, all of which representation and warranties shall be true at the time of the Closing Date and shall survive the Closing Date for a period of two (2) years therefrom, that:
a. Such Shareholder has, and will have at the Closing Date, good and marketable title to all of the shares of NOSP Stock held by such Shareholder, free and clear of any and all liens or encumbrances.
b. Such Shareholder has the full power to exchange his shares of the capital stock of NOSP upon the terms provided for in this Agreement.
c. Such Shareholder understands that (i) the Company is relying upon an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"), as set forth in Section 4 thereof, which relate to "transactions by an issuer not involving any public offering," and applicable regulations promulgated by the Securities and Exchange Commission ("SEC") thereunder; and (ii) the Company is also relying upon the securities laws of any state on the basis that the Exchange is a transaction exempt from the registration requirements of such laws.
d. That the Company has made available to such Shareholder and his representative, if any, the opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of the Exchange and to obtain any additional information desired by the Shareholder concerning the Company.
e. That the investment by such Shareholder in the L-Y Common Stock is a suitable investment for the Shareholder, given the investment goals and objectives of the Shareholder.
f. Such Shareholder, either individually or together with his purchaser representative, if one has been retained, has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the L-Y Common Stock. The Shareholder understands the effect of accepting the Exchange and the differing rights, restrictions and obligations of a holder of L-Y Common Stock.
g. Such Shareholder is purchasing the L-Y Common Stock for his own account, for investment purposes only, and not with a view to the sale, pledge, hypothecation, or other distribution or disposition thereof or of any interest therein.
h. Such Shareholder understands that resale or transfer of the L-Y Common Stock will be prohibited indefinitely unless either (i) the Company causes the L-Y Common Stock t...
REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDERS. Each of the Shareholders represents and warranties to the Transferee as follows:
3.1 The Shareholders have the complete and independent legal rights and power to execute, deliver and implement this Agreement, and can act as an independent party in litigation. To the best knowledge of the Shareholders, at the time of executing this Agreement, each of the Shareholders has not involved into any bankruptcy proceeding and any litigation, arbitration or any other events or status that may materially affecting his ability to finish the transaction and to fulfill other obligations under this agreement.
3.2 The Shareholders have the complete power and authorization to execute and deliver this Agreement and any other documents relating to the transaction under this Agreement and to be executed by them and to complete the transaction under this Agreement. This Agreement is duly and legally executed and delivered by the Shareholders. This Agreement constitutes the legal and binding obligations of the Shareholders and can be enforced according to its terms. Any and all documents relating to the transaction under this Agreement, once executed and delivered, will constitute the legal and binding obligations of the Shareholders and can be enforced according to the terms thereof.
3.3 Other than those have been disclosed by the Shareholders and accepted by the Transferee, the Shareholders are the registered and beneficial owners of the Equity Interest proportionately and the Equity Interest is clear of any lien, mortgage, pledge, claim, ownership claim, first right of refusal and other security. The Transferee will obtain the Equity Interest in good condition and clear of any aforementioned obstacles.
3.4 The Shareholders and the Company shall be jointly and severally liable for the representations and warranties made by the Company under Article 4 of this Agreement.
REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDERS. 4.1 The Shareholders have the complete and independent legal rights and power to execute, deliver and implement this Agreement, and can act as an independent party in litigation. To the best knowledge of the Shareholders, at the time of executing this Agreement, the Company has not involved into any bankruptcy proceeding and any litigation, arbitration or any other events or status that may materially affecting its ability to finish the transaction and to fulfill other obligations under this agreement.
4.2 The Shareholders and the Company shall be jointly and severally liable for the representations and warranties made by the Company under Article 3 of this Agreement.
REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDERS. AND THE COMPANY 2.01 Title to Shares; Other Rights ................................. 4 2.02
