REPRESENTATIONS AND WARRANTIES OF SELLERS AND THE COMPANIES Sample Clauses

REPRESENTATIONS AND WARRANTIES OF SELLERS AND THE COMPANIES. Each of Sellers and the Companies hereby,jointly and severally, represents and warrants to Purchaser that each of the following representations and warranties is true, correct and complete as of the date of this Agreement and as of the Closing Date.
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REPRESENTATIONS AND WARRANTIES OF SELLERS AND THE COMPANIES. Sellers and the Companies jointly and severally represent and warrant to Buyer that:
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REPRESENTATIONS AND WARRANTIES OF SELLERS AND THE COMPANIES. As an inducement to Purchaser to enter into this Agreement, Sellers hereby jointly and severally represent and warrant to Purchaser that, except as set forth in the Disclosure Schedule:
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REPRESENTATIONS AND WARRANTIES OF SELLERS AND THE COMPANIES. Except as set forth in the disclosure schedule, dated the date hereof, delivered by the Companies and Sellers to Buyer herewith (the “Disclosure Schedule”), Sellers and each of the Companies hereby jointly and severally represent and warrant to Buyer, as of the date hereof and as of the Closing Date, that:
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REPRESENTATIONS AND WARRANTIES OF SELLERS AND THE COMPANIES. As a material inducement to Buyer to enter into and perform its obligations under this Agreement and the other agreements, excluding the Transition Services Agreement, and certificates that are required to be executed pursuant to this Agreement (collectively, the “Operative Documents”), the Sellers jointly and severally hereby represent and warrant to Buyer as of the date of this Agreement and as of the Closing Date as follows in this Article II and as set forth in Exhibit II attached hereto, except as is otherwise specified in the corresponding section or subsection of the Disclosure Schedules attached hereto as Exhibit 2 and Exhibit IIA (collectively, the “Disclosure Schedules”). Concurrently with the execution and delivery of this Agreement, on the date hereof, Sellers have delivered to the Buyer the Disclosure Schedules attached hereto. The information set forth in each section or subsection of the Disclosure Schedules shall be deemed to provide the information contemplated by, or otherwise qualify, the representations and warranties of the Sellers set forth in the corresponding section or subsection of this Agreement and any other section or subsection of Article II, but only to the extent that it is apparent on the face of the disclosure that it applies to such other section or subsection of Article II.
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REPRESENTATIONS AND WARRANTIES OF SELLERS AND THE COMPANIES. Except as is otherwise set forth in the Disclosure Schedules attached hereto as Exhibit 2 (the “Disclosure Schedules”), in order to induce Buyer to enter into and perform this Agreement and the other agreements and certificates that are required to be executed pursuant to this Agreement (collectively, the “Operative Documents”), the Sellers and Companies, jointly and severally, represent and warrant to Buyer as of the date of this Agreement as follows in this Article II. Any item disclosed by any of the Sellers or the Companies in any part of the Disclosure Schedules to this Agreement shall be deemed to have been disclosed with respect to such other part of the Disclosure Schedules for which relevance to such other part of the Disclosure Schedules is reasonably apparent. The fact that any item or information has been included on any part of the Disclosure Schedules to this Agreement shall not be construed to establish, in whole or in part, that disclosure is required pursuant to any threshold or standard (including any standard of materiality) for purposes of the Disclosure Schedules or this Agreement.
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Related to REPRESENTATIONS AND WARRANTIES OF SELLERS AND THE COMPANIES

  • 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 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.

  • REPRESENTATIONS AND WARRANTIES OF SELLERS Sellers represent and warrant to Buyer as follows:

  • 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 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 SHAREHOLDERS The Company and the Shareholders hereby represent and warrant 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 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 the Company and the Selling Stockholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

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