REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER AND CASS Sample Clauses

REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER AND CASS. 10 (a) Organization; Good Standing; Qualification and Power..............11 (b) Subsidiaries; Equity Investments..................................11 (c) Capital Stock; Securities.........................................11 (d) Authority; No Consents............................................12 (e) Financial Information.............................................13 (f) Absence of Undisclosed Liabilities................................13 (g) Absence of Changes................................................14 (h)
Sample 1
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REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER AND CASS. CASS and Stockholder jointly and severally represent and warrant to Alloy that, except as disclosed in the disclosure schedule dated the date hereof, certified by Stockholder and delivered to Alloy simultaneously herewith, which disclosure schedule shall contain specific references to the representations and warranties to which the disclosures contained therein relate and an item on such disclosure schedule shall be deemed to qualify only the particular subsection or subsections specified for such item) (the "Disclosure Schedule"). As required, the Disclosure Schedule will be updated one or more times prior to the Closing Date; provided that, any such updated Disclosure Schedule containing any change that would result in any CASS Material Adverse Effect (as hereinafter defined) must be delivered to Alloy not less than two (2) Business Days prior to the Closing Date; and provided, further, that in no event shall any update affect Stockholder's or CASS's liability resulting from their failure to include any item in the Disclosure Schedule as of the date of this Agreement.
Sample 1

Related to REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER AND CASS

  • Representations and Warranties of Stockholders Each Stockholder on its own behalf represents and warrants to Parent, severally and not jointly, as of the date hereof with respect to such Stockholder, that:

  • Representations and Warranties of Stockholder Stockholder hereby represents and warrants to Parent as follows:

  • REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS Each Shareholder hereby represents and warrants to the Company as follows:

  • Representations and Warranties of Shareholder Shareholder hereby represents and warrants to Parent as follows:

  • Representations and Warranties of Optionee Optionee hereby represents and warrants that: A. The options granted hereby and the Shares which will be purchased by and delivered to Optionee upon exercise of such options are being acquired by Optionee for his own account and not with a view to resale or other disposition thereof. B. Optionee will not sell, transfer, or make any other disposition of any option or the shares to be purchased and delivered to Optionee hereunder upon the exercise of such option unless and until (a) such option or shares, as applicable, are included in a registration statement or a post-effective amendment under the Securities Act which has been filed by the Optionor and declared effective by the Securities and Exchange Commission (the "SEC"), or (b) in the opinion of counsel for the Optionor, no such registration statement or post-effective amendment is required, or (c) the SEC has first issued a "no action" letter regarding any such proposed disposition of any option or the shares.

  • Representations and Warranties of Consultant (a) Consultant has the requisite power and authority to enter into and perform his obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. (b) The execution, delivery and performance of this Agreement by Consultant does not and shall not constitute Consultant’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Consultant is a party, or by which Company is or may be bound.

  • Representations and Warranties of Executive Executive represents and warrants to the Company that— (a) Executive is entering into this Agreement voluntarily and that Executive’s employment hereunder and compliance with the terms and conditions hereof will not conflict with or result in the breach by Executive of any agreement to which Executive is a party or by which Executive may be bound; (b) Executive has not violated, and in connection with Executive’s employment with the Company will not violate, any non-solicitation, non-competition, or other similar covenant or agreement of a prior employer by which Executive is or may be bound; and (c) in connection with Executive’s employment with the Company, Executive will not use any confidential or proprietary information Executive may have obtained in connection with employment with any prior employer.

  • Representations and Warranties of Grantee Grantee hereby represents and warrants to Issuer that:

  • Representations and Warranties of Sponsor The Sponsor represents and warrants to, and agrees with, the Investor that:

  • REPRESENTATIONS AND WARRANTIES OF PARENT Parent hereby represents and warrants to the Stockholder as follows:

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