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REPRESENTATIONS AND WARRANTIES OF PRINCIPAL SHAREHOLDERS Sample Clauses

REPRESENTATIONS AND WARRANTIES OF PRINCIPAL SHAREHOLDERS. The Principal Shareholders severally, and not jointly, hereby represent and warrant to the Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF PRINCIPAL SHAREHOLDERS. Each of the Principal Shareholders, severally and not jointly, represents and warrants that the following are true and correct as of the date hereof and will be true and correct through the Closing Date as if made on that date:
REPRESENTATIONS AND WARRANTIES OF PRINCIPAL SHAREHOLDERS. Each Principal Shareholder as to itself, himself or herself represents and warrants to GoodNoise as follows: 5.1 No person or entity not a signatory of this Agreement has a beneficial interest in or a right to acquire or vote the IUMA Shares held of record by such Principal Shareholder or any portion thereof (except, with respect to shareholders which are partnerships, partners of such shareholders). The IUMA Shares held of record by such Principal Shareholder are and will be, at all times until the Closing, free and clear of any liens, claims, options, charges or other encumbrances. Such Principal Shareholder's principal place of residence or place of business is set forth on the signature page hereto. 5.2 Such Principal Shareholder will not transfer (except as may be specifically required by court order or by operation of law), sell, exchange, pledge or otherwise dispose of or encumber the IUMA Shares held of record by such Principal Shareholder or any New Securities (as defined below), or make any offer or agreement relating thereto, at any time prior to the Closing. 5.3 Such Principal Shareholder agrees that any shares in the capital stock of IUMA that Principal Shareholder purchases or with respect to which such Principal Shareholder otherwise acquires beneficial ownership after the date of this Agreement and prior to the Closing (the "New Securities") shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted IUMA Shares held of record by such Principal Shareholder as of the date hereof. 5.4 Such Principal Shareholder represents to GoodNoise, that the GoodNoise Shares which he will receive will be acquired for investment for an indefinite period for his own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and that he has no present intention of selling, granting participation in, or otherwise distributing the same. 5.5 Such Principal Shareholder understands that the GoodNoise Shares will not be registered under the Securities Act of 1933 (the "Securities Act") on the ground that the sale provided for in this Agreement is exempt pursuant to section 4(2) of the Securities Act, and that GoodNoise's reliance on such exemption is predicated on his representations set forth herein. 5.6 Such Principal Shareholder agrees that in no event will he make a disposition of any of the GoodNoise Shares unless and until (a) he shall have notified GoodNoise of the pro...
REPRESENTATIONS AND WARRANTIES OF PRINCIPAL SHAREHOLDERS. Each Principal Shareholder hereby severally and not jointly (and solely with respect to itself and the Subject Instruments by such Principal Shareholder) represents and warrants to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF PRINCIPAL SHAREHOLDERS. 4.1 Each of the Principal Shareholders represents and warranties that it is the legal and beneficial owner of the Principal Shareholder Shares held by them and has full right, title and authority to sell the Principal Shareholder Shares in the manner contemplated by this Agreement. 4.2 Each of the Principal Shareholders represents and warranties that the share purchase agreements referenced in the Form 8-K current report of the Company dated April 23, 2010 have been terminated and no Principal Shareholder Shares were transferred thereunder.
REPRESENTATIONS AND WARRANTIES OF PRINCIPAL SHAREHOLDERS. 3.1. Company Shares 3.2. Authority
REPRESENTATIONS AND WARRANTIES OF PRINCIPAL SHAREHOLDERS. The Principal Shareholders represent and warrant, jointly and severally, to Buyers that, except as set forth in the attached Exhibits and any supplements thereto, the following representations and warranties are true and accurate as of the Signing Date and will be true and accurate as of the Closing Date.
REPRESENTATIONS AND WARRANTIES OF PRINCIPAL SHAREHOLDERS. Each of the SAC Shareholders hereby severally, but not jointly, represents and warrants to Reunion with respect to itself as follows:
REPRESENTATIONS AND WARRANTIES OF PRINCIPAL SHAREHOLDERS. Each Principal Shareholder as to itself, himself or herself represents and warrants to Calico as follows: (a) No person or entity not a signatory of this Agreement has a beneficial interest in or a right to acquire or vote the FirstFloor Shares held of record by such Principal Shareholder or any portion thereof (except, with respect to shareholders which are partnerships, partners of such shareholders). The FirstFloor Shares are and will be, at all times until the Closing, free and clear of any liens, claims, options, charges or other encumbrances. Principal Shareholder's principal place of residence or place of business is set forth on the signature page hereto. (b) Principal Shareholder will not transfer (except as may be specifically required by court order or by operation of law), sell, exchange, pledge or otherwise dispose of or encumber the FirstFloor Shares or any New Securities (as defined below), or make any offer or agreement relating thereto, at any time prior to the Closing. (c) Principal Shareholder agrees that any shares in the capital stock of FirstFloor that Principal Shareholder purchases or with respect to which Principal Shareholder otherwise acquired beneficial ownership after the date of this Agreement and prior to the Closing (the "New Securities") shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted FirstFloor Shares.
REPRESENTATIONS AND WARRANTIES OF PRINCIPAL SHAREHOLDERS. The Principal Shareholders, severally and not jointly, represent and warrant the following to the HealthStar Parties as of the date hereof and as of the Closing Date (except for representations and warranties that speak as of a specific date or time, in which case, such representations and warranties shall be true and complete as of such date or time) it being understood that representations with respect to the Principal Shareholders are being made by each Principal Shareholder only with respect to himself: 3.1. Organization of BlueStone. BlueStone is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of New York. BlueStone has the requisite corporate power and authority to own, lease, and operate its properties, to carry on its business where such properties are now owned, leased, or operated and such business is now conducted. BlueStone is qualified to do business as a foreign corporation in each jurisdiction where the failure to so qualify would have a BlueStone Material Adverse Effect. Schedule 3.1 is a list of all jurisdictions in which BlueStone currently is registered and is doing business. Except as set forth on Schedule 3.1, BlueStone is not a participant in any joint venture or partnership with any other Person with respect to any part of the operation of its business.