REPRESENTATIONS AND WARRANTIES OF SELLER AND THE PRINCIPAL SHAREHOLDERS Sample Clauses

REPRESENTATIONS AND WARRANTIES OF SELLER AND THE PRINCIPAL SHAREHOLDERS. 11 5.1 Organization of Seller............................................ 11 5.2
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REPRESENTATIONS AND WARRANTIES OF SELLER AND THE PRINCIPAL SHAREHOLDERS. Seller and the Principal Shareholders, jointly and severally, make the following representations and warranties to Purchaser and Compu-DAWN, each of which shall bx xeemed material, and each of Purchaser and Compu-DAWN, in executing, deliverixx xnd consummating this Agreement, has relied upon the correctness and completeness of each of such representations and warranties:
Sample 1
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE PRINCIPAL SHAREHOLDERS. In order to induce Bridgeline Software to enter into this transaction, the Seller and the Principal Shareholders represent and warrant to Bridgeline Software that, except as set forth in the disclosure schedules of Seller (the “Disclosure Schedules”), the statements made in this Article II are true and correct as of the date hereof, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties will be true and correct as of such date). The Disclosure Schedule will be arranged in paragraphs corresponding to the numbered and lettered sections contained in this Article II and the disclosure in any paragraph shall qualify other sections in this Article II to the extent that it is apparent from a reading of such disclosure that it also qualifies or applies to such other sections. Whenever in this Article II the term “to the knowledge of the Seller” is used, it shall mean the knowledge of the Principal Shareholders.
Sample 1
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE PRINCIPAL SHAREHOLDERS. To induce Buyer to enter into this Agreement, Seller and the Principal Shareholders, jointly and severally, make the following representations and warranties:
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REPRESENTATIONS AND WARRANTIES OF SELLER AND THE PRINCIPAL SHAREHOLDERS 
Sample 1

Related to REPRESENTATIONS AND WARRANTIES OF SELLER AND THE PRINCIPAL SHAREHOLDERS

  • 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 THE COMPANY Seller and the Company jointly and severally represent and warrant to the Purchaser 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 PARENT AND THE PURCHASER Parent and the Purchaser represent and warrant to the Company 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 COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant 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 STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8

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

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