REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY AND SELLER Sample Clauses

REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY AND SELLER. With such exceptions as are set forth in a letter attached as Exhibit A hereto (the "Seller Disclosure Letter") delivered by Seller to Buyer prior to the execution hereof and any amendments thereto, as a material inducement to Buyer to enter into this Agreement, Seller hereby represents and warrants to Buyer as follows:
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REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY AND SELLER. 4 Section 3.1 Organization........................................... 4 Section 3.2 Authorization.......................................... 4 Section 3.3
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REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY AND SELLER. As a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated hereby, the Company and Seller hereby represent and warrant (jointly and severally) that:
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REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY AND SELLER. As a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated hereby, except as set forth in the Seller Disclosure Schedule (it being understood and agreed by the parties hereto that disclosure of any item in any section or subsection of the Seller Disclosure Schedule shall be deemed disclosure with respect to any other section or subsection of the Seller Disclosure Schedule to which the relevance of such item is reasonably apparent on its face based upon a plain reading of such exception), Seller and the Company hereby represent and warrant to Buyer that:
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REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY AND SELLER. As a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated hereby, Seller hereby represents and warrants to Buyer as of the date hereof that:
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REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY AND SELLER. As a material inducement to Parent and Buyer to enter into this Agreement and consummate the transactions contemplated hereby, Seller hereby represents and warrants to Parent and Buyer (all of which representations and warranties shall be subject to the exceptions noted in the Schedules delivered by Seller to Parent and Buyer with respect to such representations and warranties (and any other representation or warranty as to which any such exception is reasonably apparent on its face)) that:
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REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY AND SELLER. 12 3.1 Organization and Corporate Power.............................. 12 -------------------------------- 3.2 Authorization of Transactions................................. 13 ----------------------------- 3.3 Capitalization................................................ 14 -------------- 3.4 Subsidiaries; Investments..................................... 15 ------------------------- 3.5 Absence of Conflicts.......................................... 15 -------------------- 3.6 Financial Statements and Related Matters...................... 15 ---------------------------------------- 3.7 Absence of Undisclosed Liabilities............................ 16 ---------------------------------- 3.8 Absence of Certain Developments............................... 16 ------------------------------- 3.9 Title to Properties........................................... 18 ------------------- 3.10 Taxes......................................................... 19 ----- 3.11 Contracts and Commitments..................................... 20 ------------------------- 3.12 Proprietary Rights............................................ 22 ------------------ 3.13 Litigation; Proceedings....................................... 22 ------------------------ 3.14 Brokerage..................................................... 22 --------- 3.15 Governmental Licenses and Permits............................. 23 --------------------------------- 3.16 Employees..................................................... 23 --------- 3.17 Employee Benefit Plans........................................ 23 ---------------------- 3.18 Insurance..................................................... 25 --------- 3.19 Officers and Directors; Bank Accounts......................... 25 ------------------------------------- 3.20 Affiliate Transactions........................................ 25 ---------------------- 3.21 Compliance with Laws.......................................... 25 -------------------- 3.22 Environmental Matters......................................... 25 --------------------- 3.23 Disclosure.................................................... 27 ----------
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REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY AND SELLER. As a material inducement to Purchaser to enter into this Agreement, each of the Seller and the Shareholder hereby jointly and severally represents and warrants that as of the date hereof:
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Related to REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY AND SELLER

  • REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES Each Seller Party, jointly and severally, makes the following representations and warranties to Buyer:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDER Seller and Shareholder represent and warrant, jointly and severally, to Buyer as follows:

  • Representations and Warranties of the Partnership Parties The Partnership Parties, jointly and severally, represent and warrant to, and agree with, each of the Underwriters that:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES Each of the Buyer Parties represents and warrants to each of the Selling Parties as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES Except (a) as set forth in the disclosure letter prepared by the Company and delivered to the Parent Parties at or prior to the execution and delivery of this Agreement (the “Company Disclosure Letter”) (it being acknowledged and agreed that disclosure of any item in any section or subsection of the Company Disclosure Letter shall be deemed disclosed with respect to the section or subsection of this Agreement to which it corresponds and any other section or subsection of this Agreement to the extent the applicability of such disclosure to such other section or subsection of this Agreement is reasonably apparent on its face (it being understood that to be so reasonably apparent on its face, it is not required that the other section or subsection of this Agreement be cross-referenced); provided, that nothing in the Company Disclosure Letter is intended to broaden the scope of any representation or warranty of the Company Parties made herein), or (b) as disclosed in the Company SEC Documents publicly filed with, or furnished to the SEC since January 1, 2019 and prior to the date of this Agreement and available on the SEC’s Electronic Data Gathering and Retrieval System (excluding any information or documents incorporated by reference therein, or filed as exhibits thereto, and excluding any disclosures contained in such documents under the headings “Risk Factors” or “Forward Looking Statements” or any other disclosures contained or referenced therein to the extent they are cautionary, predictive or forward-looking in nature), and then only to the extent that the relevance of any disclosed event, item or occurrence in such Company SEC Documents to a matter covered by a representation or warranty set forth in this Article IV is reasonably apparent on its face, the Company Parties hereby jointly and severally represent and warrant to the Parent Parties that:

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

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDERS Seller and each Shareholder represent and warrant, jointly and severally, to Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLERS Sellers represent and warrant to Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT Parent hereby represents and warrants to the Stockholder as follows:

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