REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE SELLERS Sample Clauses

REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE SELLERS. As material inducement to Buyer and Merger Sub to enter into this Agreement and to close hereunder, Company and the Sellers hereby jointly and severally make the following representations, warranties and agreements to and with Buyer and Merger Sub:
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REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE SELLERS. Company and each of the Sellers (except Xxxxx Xxxxx) jointly and severally represent and warrant to Buyer the following matters. These representations and warranties, and the information in the Schedules referenced therein, are current as of the date of this Agreement except to the extent that a representation, warranty or Schedule states that such representation or warranty, or information in such Schedule, is current as of another date. Nothing in the Schedules shall be deemed adequate to disclose an exception to any representation or warranty unless the Schedule identifies the exception with reasonable particularity and describes the relevant facts related to the exception in reasonable detail.
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REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE SELLERS. Company and the Seller, jointly and severally, represent and warrant to Buyer as follows:
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REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE SELLERS. Except as set forth in the correspondingly numbered Section of the Disclosure Schedules, the Lead Seller, on behalf of himself and the other Sellers, represents and warrants to the Buyer that the statements contained in this Article IV are true and correct as of the date of this Agreement and as of the Closing Date, unless a specific date or period is otherwise provided with respect to certain representations and warranties, in which case such representations and warranties are true and correct as of such specific date or period, as the case may be.
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Related to REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE SELLERS

  • 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 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 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 STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8

  • 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:

  • 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 SELLER PARTIES Each Seller Party hereby jointly and severally represents and warrants to the Purchasers as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

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