REPRESENTATIONS AND WARRANTIES OF CCG AND STOCKHOLDERS Sample Clauses

REPRESENTATIONS AND WARRANTIES OF CCG AND STOCKHOLDERS. 11 5.1. Stockholders..................................................11 5.2. Restricted Shares to be Issued................................11 5.3. Organization..................................................12 5.4. Capitalization................................................12 5.5. Reorganization and Securities Related Representations.........13 5.6. Authority Relative to this Agreement..........................14 5.7. Noncontravention by Stockholders..............................14 5.8. Approvals and Consents; Noncontravention......................14 5.9. Articles of Incorporation and Bylaws..........................15 5.10. Financial Statements...........................................15 5.11. No Undisclosed Material Liabilities............................16
Sample 1
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REPRESENTATIONS AND WARRANTIES OF CCG AND STOCKHOLDERS. CGC and each of the Stockholders, individually and neither jointly nor severally, represents and warrants to Emerald, except as disclosed in this Agreement or in the case of any representation qualified by its terms to a particular schedule ("Schedule") of CGC attached hereto ("CGC Schedule") such specific CGC Schedule, that the statements made in this Article V will be correct and complete at the Effective Time provided, however, if there is no Effective Time, then no party shall be liable for any inaccuracy. For purposes of this Article V, each and every reference to CGC shall mean and include CGC and each company which is a subsidiary of CGC at the Effective Time ("CGC Subsidiary") unless otherwise indicated. Each representation and warranty made by CGC and the Stockholders relating to CGC, shall be deemed to be a representation and warranty made by CGC and the Stockholders for each CGC Subsidiary, except to the extent that a specific representation or warranty does not relate to the existence, assets, liabilities or operations of such CGC Subsidiary, and that the term CGC taken as a whole shall mean CGC and all of its Subsidiaries.
Sample 1

Related to REPRESENTATIONS AND WARRANTIES OF CCG AND STOCKHOLDERS

  • Representations and Warranties of Stockholders Each Stockholder on its own behalf represents and warrants to Parent, severally and not jointly, as of the date hereof with respect to such Stockholder, that:

  • REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS Each Shareholder hereby represents and warrants to the Company as follows:

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

  • Representations and Warranties of Investors Each Investor, for that Investor alone, represents and warrants to the Company upon the acquisition of a Note as follows:

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

  • REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS The Shareholders, individually and separately, represent and warrant as follows:

  • Representations and Warranties of Members By execution and delivery of this Agreement or an Adherence Agreement, as applicable, each of the Members, as of the date such Member acquired Units, represents and warrants to the Company and acknowledges that: (a) Such Member understands that the Units have not been registered under the Securities Act or the securities laws of any other jurisdiction, are issued in reliance upon federal and state exemptions for transactions not involving a public offering and cannot be disposed of unless (i) they are subsequently registered or exempted from registration under the Securities Act and (ii) the provisions of this Agreement have been complied with; (b) If such Member did not receive its Units pursuant to an equity incentive plan (including the Incentive Plan), such Member is an “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act, and agrees that it shall not take any action that could have an adverse effect on the availability of the exemption from registration provided by Rule 506 promulgated under the Securities Act with respect to the offer and sale of the Units; (c) Such Member’s Units are being acquired for its own account solely for investment and not with a view to resale or distribution thereof; (d) Such Member has had the opportunity to conduct its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and the Company Subsidiaries and such Member acknowledges that it has been provided adequate access to the personnel, properties, premises and records of the Company and the Company Subsidiaries for such purpose; (e) The determination of such Member to acquire Units has been made by such Member independent of any other Member and independent of any statements or opinions as to the advisability of such purchase or as to the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and the Company Subsidiaries that may have been made or given by any other Member or by any agent or employee of any other Member; (f) Such Member has such knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of an investment in the Company and making an informed decision with respect thereto; (g) Such Member is able to bear the economic and financial risk of an investment in the Company for an indefinite period of time; (h) The execution, delivery and performance of this Agreement have been duly authorized by such Member and do not require such Member to obtain any consent or approval that has not been obtained and do not contravene or result in a default in any material respect under any provision of any law or regulation applicable to such Member or other governing documents or any agreement or instrument to which such Member is a party or by which such Member is bound; (i) This Agreement is valid, binding and enforceable against such Member in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws of general applicability relating to or affecting creditors’ rights or general equity principles (regardless of whether considered at law or in equity); and (j) Neither the issuance of any Units to such Member nor any provision contained herein shall entitle such Member to remain in the employment of the Company or any Company Subsidiary or affect the right of the Company or any Company Subsidiary to terminate such Member’s employment at any time for any reason, other than as otherwise provided in such Member’s employment agreement or other similar agreement with the Company or Company Subsidiary, if applicable.

  • Representations and Warranties of the Holders Each Holder represents and warrants, severally and not jointly, to the Company as follows:

  • Representations and Warranties of Shareholder Shareholder hereby represents and warrants to Parent as follows:

  • Representations and Warranties of Parties A. Redeveloper represents and warrants to City as follows:

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