REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDERS. The Selling Shareholders jointly and severally represent and warrant to Pubco as follows:
REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDERS. Each Click Selling Shareholder represents and warrants to Roadships, and acknowledges that Roadships is relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Roadships, as follows:
REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDERS. The Selling Shareholders, severally and not jointly, make the following representations and warranties to Purchaser (each on behalf of and with respect to itself only), each of which is true and correct on the date hereof, shall remain true and correct to and as of the Closing (as hereinafter defined) and shall survive the Closing:
(a) Each of the Selling Shareholders is duly organized, validly existing and in good standing under the laws of its state or other jurisdiction of organization or incorporation. Each Selling Shareholder has all requisite power and authority to enter into this Agreement and the other documents and instruments to be executed and delivered by the Selling Shareholders and to carry out the transactions contemplated hereby and thereby. All entity actions and proceedings necessary to be taken by or on the part of any of the Selling Shareholders in connection with the transactions contemplated by this Agreement have been duly and validly taken.
(b) The execution and delivery of this Agreement and the other documents and instruments to be executed and delivered by the Selling Shareholders and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all requisite action.
(c) No other act or proceeding on behalf of any Selling Shareholder or any general partner is necessary to authorize this Agreement or the other documents and instruments to be executed and delivered by the Selling Shareholders pursuant hereto or the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by the Selling Shareholders and constitutes, and when executed and delivered, the other documents and instruments to be executed and delivered by the Selling Shareholders pursuant hereto will constitute, valid and binding agreements of the Selling Shareholders enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforceability of creditors' rights generally and by general equitable principles. Neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated herein will, with or without the giving of notice of the lapse of time, or both (i) conflict with or result in any violation of or default under (a) any provision of the articles of incorporation, partnership agreement, bylaws,...
REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDERS. The -------------------------------------------------------- Selling Shareholders (collectively and individually) severally represent and warrant to the Buyer with respect to the purchase of the shares as follows:
REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDERS. The Selling Shareholders hold at least the number of shares set forth next to their names on the signature page hereof, and the shares to be sold by the Selling Shareholders hereunder are owned of record and beneficially by the respective Selling Shareholders and are not subject to any claim, lien, encumbrance or pledge. Each Selling Shareholder has authority to sell such shares pursuant to this Agreement.
REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDERS. Xxxxx Xxxxxxxx ------------------------------------------------------ ("Burgauer") and A. Xxxxxx Xxxxx ("Xxxxx") represent, warrant and covenant, jointly and severally, to their knowledge to and with the Company, as follows:
REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDERS. Each of the Selling Shareholders hereby represents and warrants to Progressive that, as of the date of this Agreement, as to itself/himself only and not as to any other Selling Shareholder, except as set forth on the Schedule of Exceptions attached hereto (which specifically identifies the relevant subsection(s) hereof):
REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDERS. Except as disclosed in the Disclosure Schedules noted in this Article 4 and Article 5, "Representations and Warranties of the Company," to be delivered by the Selling Shareholders and the Company to the Purchaser on or before June 25, 1998 and subsequently disclosed in any Supplemental Disclosure Schedules to be delivered by the Selling Shareholders and the Company to the Purchaser on the Closing Date, or thereafter in the case of certain Company Financial Statements, the Selling Shareholders hereby represent and warrant to the Purchaser as of the date hereof and as of the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDERS. Each of the Selling Shareholders with respect to itself only, hereby severally (and not jointly) represents, warrants and covenants to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDERS. Each of the Selling Shareholders represents and warrants to Pubco, and acknowledges that Pubco is relying upon such representations and warranties, in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Pubco, as follows:
3.1 Each Selling Shareholder is the registered and beneficial owner of the number of Priveco Shares listed next to his or her name in Column III of the Table set forth in Schedule 1 to this Agreement and each Selling Shareholder has no interest, legal or beneficial, direct or indirect, in any other shares of, or the assets or business of Priveco.
3.2 Schedule 1 to this Agreement contains a true and complete list of each Selling Shareholder’s name and address.
3.3 Each Selling Shareholder has the power and capacity and good and sufficient right and authority to enter into this Agreement on the terms and conditions herein set forth and to transfer the beneficial title and ownership of the Priveco Shares to Pubco.
