Representations and Warranties of Buyer and the Company Sample Clauses

Representations and Warranties of Buyer and the Company. Each of Buyer and the Company makes, jointly and severally with respect to each other, the following representations and warranties to Sellers:
Sample 1
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Representations and Warranties of Buyer and the Company. Each of the Buyer and the Company, as the case may be, represents and warrants to Seller that: (a) Buyer has the legal capacity to enter into this Agreement and to perform Seller's obligations hereunder and consummate the transactions contemplated hereby. The Company has the requisite corporate power and authority to enter into this Agreement and to perform the Company's obligations hereunder and consummate the transactions contemplated hereby. (b) This Agreement has been duly executed and delivered by each of the Buyer and the Company and constitutes the legal, valid and binding obligation of each of the Buyer and the Company enforceable against Buyer and/or the Company, as the case may be, in accordance with its terms, subject to the Enforceability Exceptions. (c) The execution, delivery and performance of this Agreement by Buyer and/or the Company, as the case may be, and the consummation by Buyer and/or the Company, as applicable, of the transactions contemplated hereby, will not violate any applicable law, or any agreement or instruments to which Buyer or the Company, as applicable, is a party, and they do not require the consent of any third party. (d) There is no claim, litigation or proceeding pending, or to the best of the Buyer's or the Company's information, knowledge and belief, threatened before any court or administrative agency which will adversely affect the validity or enforceability of this Agreement, or which will result in a Lien or judgment against all or any part of or any of Buyer's or the Company's assets and/or properties.
Sample 1
Representations and Warranties of Buyer and the Company. Except as specifically set forth on the Schedules attached to this Agreement, Buyer and the Company hereby jointly and severally represent and warrant to Seller that as of the date hereof:
Sample 1
Representations and Warranties of Buyer and the Company. Buyer and the Company hereby represent and warrant to Seller that the following statements contained in this Section 5 are true, correct and complete as of the date hereof:
Sample 1

Related to Representations and Warranties of Buyer and the Company

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

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

  • REPRESENTATIONS AND WARRANTIES OF BUYER AND PARENT Each of Buyer and Parent represents and warrants with respect to itself to Sellers as follows:

  • 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 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 BUYERS Buyers represent and warrant to Sellers 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 Stockholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

  • REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB Buyer and Merger Sub jointly and severally represent and warrant to the Company as follows:

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