REPRESENTATIONS AND WARRANTIES OF THE BUYER AND THE MERGER SUBSIDIARY Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE BUYER AND THE MERGER SUBSIDIARY. The Buyer and the Merger Subsidiary jointly and severally represent and warrant to the Shareholders as follows:
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REPRESENTATIONS AND WARRANTIES OF THE BUYER AND THE MERGER SUBSIDIARY. Each of the Buyer and the Merger Subsidiary represents and warrants to the Company and the Company Members that the statements contained in this Article III are true and correct as of the date of this Agreement, 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).
Sample 1
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND THE MERGER SUBSIDIARY. The Buyer and the Merger Subsidiary represent and warrant to the Debtor that the statements contained in this Article III are true and complete, except as set forth in the disclosure schedule of the Buyer delivered to the Debtor simultaneously with the execution and delivery hereof (the "Buyer Disclosure Schedule"). The Buyer Disclosure Schedule shall be arranged in sections and paragraphs corresponding to the numbered and lettered sections and paragraphs contained in this Article III, and the disclosures in any section or paragraph of the Buyer Disclosure Schedule shall qualify other sections or paragraphs in this Article III only to the extent that it is reasonably clear from a reading of the disclosure that such disclosure is applicable to such other sections or paragraphs. For purposes of this Agreement, a "Buyer Material Adverse Effect" shall mean a material adverse effect (or any condition, change, event or state of facts, arising or existing before or after that date of this Agreement, that could reasonably be expected to result in material adverse effect), in any one or more fiscal periods of the Buyer, or the business, assets (including licenses, franchises and other intangible assets), financial condition, operating income or prospects of the Buyer and its Subsidiaries, taken as a whole, excluding any effect generally applicable to the economy or the industry in which the Buyer conducts its business.
Sample 1
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND THE MERGER SUBSIDIARY. Each of the Buyer and the Merger Subsidiary represents and warrants to the Company that the statements contained in this Article IV are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article IV), except as set forth in the disclosure schedule accompanying this Agreement (the "Buyer Disclosure Schedule"). The Buyer Disclosure Schedule will be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article IV.
Sample 1
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND THE MERGER SUBSIDIARY. Each of the Buyer and the Merger Subsidiary represents and warrants to the Company that the statements contained in this Article III are true and correct as of the date of this Agreement and will be true and correct as of the Closing as though made as of the Closing.
Sample 1
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND THE MERGER SUBSIDIARY. Each of the Buyer and the Merger Subsidiary represents and warrants to the Company as follows:
Sample 1
REPRESENTATIONS AND WARRANTIES OF THE BUYER AND THE MERGER SUBSIDIARY. The Buyer and the Merger Subsidiary, jointly and severally, represent and warrant to the Company and the Shareholders as follows, which representations and warranties are true, correct and complete as of the date of this Agreement and will be true and correct as of the Closing Date.
Sample 1
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REPRESENTATIONS AND WARRANTIES OF THE BUYER AND THE MERGER SUBSIDIARY. Each of the Buyer and the Merger Subsidiary represents and warrants to the Company that the statements contained in this (S) 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this (S) 3).
Sample 1

Related to REPRESENTATIONS AND WARRANTIES OF THE BUYER AND THE MERGER SUBSIDIARY

  • 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 SHAREHOLDERS The Company and the Shareholders hereby represent and warrant 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:

  • REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB Buyer and Merger Sub jointly and severally represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER Parent and 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

  • REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB Acquiror and Merger Sub represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY Parent and Merger Subsidiary represent and warrant to the Company as follows:

  • 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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