REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE STOCKHOLDER Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE STOCKHOLDER. Subject to the parties' agreement and acknowledgment that the Schedules referred to in this Article 2 are to be delivered by the Companies and the Stockholder no later than ten (10) Business Days after the date hereof, the Companies and the Stockholder hereby jointly and severally represent and warrant to UAG as follows:
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REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE STOCKHOLDER. To induce USFloral and the Newcos to enter into this Agreement and consummate the transactions contemplated hereby, each Company and each Stockholder, jointly and severally, represents and warrants to USFloral and the Newcos as follows (for purposes of this Agreement, the phrases "knowledge of the Company" or the "Company's knowledge," or words of similar import, mean the knowledge of the Stockholder and the directors and officers of each Company, including facts of which the directors and officers, in the reasonably prudent exercise of their duties, should be aware):
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REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE STOCKHOLDER. To induce USFloral and each Newco to enter into this Agreement and consummate the transactions contemplated hereby, each of the Companies and the Stockholder, jointly and severally, represents and warrants to USFloral and each Newco as follows (for purposes of this Agreement, the phrases "knowledge of the Companies," "
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REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE STOCKHOLDER. 7 2.1. Organization and Good Standing..............................7 2.2. Subsidiaries................................................7 2.3. Capitalization..............................................8 2.4. Authority; Approvals and Consents...........................8 2.5. Financial Statements........................................9 2.6. Absence of Undisclosed Liabilities..........................10 2.7. Absence of Material Adverse Effect; Conduct of Business.....10 2.8. Taxes.......................................................11 2.9.
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REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE STOCKHOLDER. In order to induce Moovies to enter into this Agreement and consummate the transactions contemplated hereby, each Company and the Stockholder jointly and severally represent and warrant to Moovies as follows, each of which warranties and representations is material to and relied upon by Moovies.
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Related to REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE STOCKHOLDER

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

  • 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 Stockholders Each Stockholder hereby represents and warrants to Parent 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 Stockholder The Stockholder hereby represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS The Shareholders, individually and separately, represent and warrant as follows:

  • Representations and Warranties of the Shareholder The Shareholder represents and warrants to Purchaser 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 PARENT AND THE PURCHASER Parent and the Purchaser represent and warrant to the Company 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:

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