REPRESENTATIONS AND WARRANTIES OF SELLER CONCERNING Seller, THE COMPANY AND THE BUSINESS Sample Clauses

REPRESENTATIONS AND WARRANTIES OF SELLER CONCERNING Seller, THE COMPANY AND THE BUSINESS. As a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated hereby, Seller hereby represent and warrant to Buyer as of the Closing Date that the statements contained in this ARTICLE II are true and correct, except as otherwise specifically set forth in the disclosure schedules dated and delivered concurrently with this Agreement by Seller to Buyer (the “Disclosure Schedules”). The Disclosure Schedules contain individual Schedules which set forth (i) exceptions to particular representations, warranties, covenants and obligations of Seller set forth in this Agreement or (ii) descriptions or lists of assets and Liabilities and other items referred to in this Agreement. The Disclosure Schedules are arranged in Schedules which correspond to the applicable Sections and Subsections of this Agreement. Each exception to a representation and warranty set forth in the Disclosure Schedules qualifies only the provisions in the Section of this Agreement expressly referenced therein, and no other provisions of this Agreement. Nothing in the Disclosure Schedules will constitute an exception to a representation or warranty made in this Agreement unless such Schedule specifically identifies the relevant section of this Agreement, describes the exception with particularity and describes the relevant facts in reasonable detail. The absence of a reference in a representation or warranty to the Disclosure Schedules as containing an exception thereto will not prevent Seller from setting forth any such exceptions in the Disclosure Schedules. The absence of a Schedule relating to a particular Section or subsection in the Disclosure Schedules means there are no exceptions thereto.
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Related to REPRESENTATIONS AND WARRANTIES OF SELLER CONCERNING Seller, THE COMPANY AND THE BUSINESS

  • 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 SELLER AND THE COMPANY Seller and the Company jointly and severally represent and warrant to the Purchaser that:

  • 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 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 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 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 PARENT AND THE PURCHASER Parent and the Purchaser represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8

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