We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

REPRESENTATIONS AND WARRANTIES OF EACH SELLER AND THE COMPANY Sample Clauses

REPRESENTATIONS AND WARRANTIES OF EACH SELLER AND THE COMPANY. The representations and warranties (“Reps”) set forth in this Article 4 are made to Buyer as follows: The Reps set forth in Sections 4.2(b), 4.3(a), and 4.9(b) (collectively, the “Individual Reps”) are made by each Seller severally and only as to such Seller and such Seller’s Stock. All Reps other than the Individual Reps are made by the Company and by all Sellers. Except as set forth on the Disclosure Schedules attached hereto and specifically referenced herein, which exceptions and disclosures shall be deemed to be part of the Reps made hereunder, each Seller making such Reps hereby represents and warrants to Buyer that such Reps are true and correct as of the date of this Agreement and as of the Closing Date, in each case (except to the extent such Rep expressly relates to a specific date), as follows:
Sample 1
REPRESENTATIONS AND WARRANTIES OF EACH SELLER AND THE COMPANY. As inducements to Purchaser to enter into this Agreement and to consummate the transactions contemplated herein, Sellers, jointly and severally, and the Company represent and warrant to Purchaser that, subject to the exceptions specifically disclosed in writing in a schedule delivered to Purchaser prior to (or contemporaneously with) the signing of this Agreement (the "SELLERS DISCLOSURE SCHEDULE"), the statements set forth in this ARTICLE III are true and correct. The Sellers Disclosure Schedule shall be arranged in sections and subsections corresponding to the numbered sections and lettered subsections of this Agreement, and all exceptions shall reference a specific representation set forth in this ARTICLE III and shall apply only to such numbered section and lettered subsection unless expressly cross-referenced in another numbered section and lettered subsection.
Sample 1
REPRESENTATIONS AND WARRANTIES OF EACH SELLER AND THE COMPANY. In connection with the purchase and sale of the Securities hereunder, the Company and each Seller, individually and not jointly or severally, represents and warrants to Purchaser that: (a) The execution, delivery and performance of this Agreement and all other agreements contemplated hereby to which the Company and/or each Seller are a party to have been duly authorized by the Company and each Seller to the extent applicable. This Agreement and all other agreements contemplated hereby each constitute a valid and binding obligation of the Company and each Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws affecting creditors’ rights generally and limitations on the availability of equitable remedies. (b) The execution and delivery by the Company and each Seller of this Agreement and all other agreements contemplated hereby to which the Company and each Seller are parties, the sale of the Securities hereunder, and the fulfillment of and compliance with the respective terms hereof and thereof by the Company and each Seller, do not and shall not conflict with, violate or cause a breach of any agreement or instrument to which each Seller, the Company or any of its subsidiaries are parties, any judgment, order or decree to which each Seller, the Company or any of its subsidiaries are subject, and if each Seller, the Company or any of its subsidiaries are entities, any of the terms or provisions of their certificate of incorporation, certificate of formation, articles of partnership, bylaws, limited liability company agreement, partnership agreement or any other organizational document to which each Seller, the Company or any of its subsidiaries are subject. (c) Such Seller is the record owner of, and has good and marketable title to, the Securities owned by such Seller, free and clear of all encumbrances. Such Seller shall sell to Purchaser the Securities set forth opposite such Seller’s name on attached Schedule A, free and clear of all encumbrances. (d) THE REPRESENTATIONS AND WARRANTIES BY EACH SELLER EXPRESSLY SET FORTH IN THIS SECTION 2 CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE TO PURCHASER BY EACH SELLER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE BY EACH SELLER, EXPRESS OR IMPLIED, ARE SPECIF...
Sample 1
REPRESENTATIONS AND WARRANTIES OF EACH SELLER AND THE COMPANY. As inducements to Purchaser to enter into this Agreement and to consummate the transactions contemplated herein, each Seller (with respect to himself, herself or itself only, and with respect only to the representations and warranties contained in Sections 3.02, 3.03, 3.04, 3.05(c), 3.20(c), 3.23, 3.29 and 3.33), and the Company represent and warrant to Purchaser that, subject to the exceptions specifically disclosed in writing in a schedule delivered to Purchaser prior to (or contemporaneously with) the signing of this Agreement (“Disclosure Schedule”), the statements set forth in this Article III are true and correct. The Disclosure Schedule shall be arranged in sections and subsections corresponding to the numbered sections and lettered subsections of this Agreement, and all exceptions shall reference a specific representation set forth in this Article III and shall apply only to such numbered section and lettered subsection unless expressly cross-referenced in another numbered section and lettered subsection.
Sample 1

Related to REPRESENTATIONS AND WARRANTIES OF EACH SELLER 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 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 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.

  • Representations and Warranties of the Company and the Operating Partnership The Company and the Operating Partnership hereby jointly and severally represent, warrant and covenant to each Underwriter, as of the date of this Agreement, as of the First Closing Date (as hereinafter defined) and as of each Option Closing Date (as hereinafter defined), if any, 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 THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

  • Representations and Warranties by the Company and the Operating Partnership Each of the Company and the Operating Partnership, jointly and severally, represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, 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 COMPANIES To induce each Lender and the Agent to execute and deliver this Agreement, each Company represents, warrants and covenants that: (a) The execution, delivery and performance by each Company of this Agreement and all documents and instruments delivered in connection herewith have been duly authorized by all necessary corporate action required on its part, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Company enforceable against such Company in accordance with its terms except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (b) Except with respect to the Existing Events of Default, each of the representations and warranties set forth in the Transaction Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof. (c) Neither the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby or thereby does or shall contravene, result in a breach of, or violate (i) any provision of any Company’s corporate charter, bylaws, operating agreement or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) any mortgage, deed of trust, lease, agreement or other instrument to which any Company is a party, or by which any Company or its property is bound. (d) As of the date of this Agreement, except for the Existing Events of Default, no Event of Default has occurred or is continuing under this Agreement or any other Transaction Document. (e) The Agent’s and the Lender’s security interests in the Collateral continue to be valid, binding and enforceable first-priority security interests which secure the obligations under the Transaction Documents and no tax or judgment liens are currently on record against any Company. (f) Except with respect to the Existing Events of Default, any misrepresentation of a Company, or any failure of a Company to comply with the covenants, conditions and agreements contained in any agreement, document or instrument executed or delivered by any Company with, to or in favor of any Company shall constitute a Forbearance Default hereunder and an immediate Event of Default under the Financing Agreement. (g) The recitals in this Agreement are true and correct.

  • REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS Each of the Contributors, severally and not jointly, solely as to itself and not as to any other Contributor, hereby represents and warrants to the Purchaser and ATA as follows:

Most Referenced Clauses

Most Referenced Definitions