Representations and Warranties of the Company and Principal Shareholders Sample Clauses

Representations and Warranties of the Company and Principal Shareholders. . . . 2 2.1 Business; Organization, Corporate Power and Authority, etc. . . . . . . . . . . . . 2 2.2 Validity . . . . . . . . . . . . . . . . . . . 2 2.3 Capitalization; Status of Capital Stock. . . . 3 2.4 Taxes . . . . . . . . . . . . . . . . . . . . 4 2.5 Litigation . . . . . . . . . . . . . . . . . . 4 2.6 No Violations.. . . . . . . . . . . . . . . . 4 2.7
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Representations and Warranties of the Company and Principal Shareholders. Unless the context requires otherwise, all references to the "Company" shall include each of the Company's Subsidiaries, unless the context requires otherwise. As a material inducement to the Purchasers to enter into this Agreement and purchase the Common Stock and the Warrants, the Company and each Principal Shareholder, jointly and severally, hereby represent and warrant to the Purchasers (but only with respect to the individual Closing in which that Purchaser makes its investment) as follows:
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Representations and Warranties of the Company and Principal Shareholders. Subject to and except as disclosed by the Schedule of Exceptions set forth on Exhibit C to this Agreement, the Company and, with respect to the representation in Section 2.31, the Principal Shareholders, represent and warrant to the Investor that:
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Representations and Warranties of the Company and Principal Shareholders. The Company and Principal Shareholders hereby represent and warrant, jointly and severally, to Parent and Merger Sub, subject to such exceptions as are disclosed in the disclosure schedule attached as Exhibit 2 to this Agreement (the "Company Disclosure Schedule") and dated as of the date hereof, as follows:
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Representations and Warranties of the Company and Principal Shareholders. The Company and each of the Principal Shareholders represent and warrant to HSCC and Mergersub 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. The Disclosure Schedule will be arranged in sections and paragraphs corresponding to the lettered and numbered sections and paragraphs contained in this Article IV.
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Representations and Warranties of the Company and Principal Shareholders. Except as set forth on the disclosure schedule delivered by the Company to Parent prior to the execution of this Agreement (the "Company Disclosure Schedule"), the Company and the Principal Shareholders, jointly and severally, represent and warrant to Parent and Sub as follows:
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Representations and Warranties of the Company and Principal Shareholders. The Company and the Principal Shareholders, severally but not jointly, represent and warrant, to and for the benefit of the Indemnitees, as follows (except as set forth in the disclosure schedule delivered by the Company to Parent at the execution of this Agreement (the "Disclosure Schedule")):
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Representations and Warranties of the Company and Principal Shareholders. As of the date hereof and as of the Closing Date (except where the representation or warranty is expressly made as of another date, in which case such representation or warranty is made only as of such other date), the Company and each of the Principal Shareholders, severally but not jointly, hereby represent and warrant to Parent and Merger Sub, subject to such exceptions as are specifically disclosed in writing in the disclosure letter, dated as of the date hereof, and certified by a duly authorized officer of the Company (the "Company Schedules"), which exceptions shall specifically identify the Section, subsection, paragraph and clause hereof to which such exception relates and other Sections, subsections, paragraphs and clauses hereof to the extent it is clearly apparent that such exceptions are applicable to such representations and warranties, as follows:
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Related to Representations and Warranties of the Company and Principal Shareholders

  • 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 Shareholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

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

  • Representations and Warranties of the Company and the Selling Stockholder (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS The Company and each Seller, jointly and severally, hereby represents and warrants to the Purchaser that:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES Each of the Buyer Parties represents and warrants to each of the Selling Parties as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES Except (a) as set forth in the disclosure letter prepared by the Company and delivered to the Parent Parties at or prior to the execution and delivery of this Agreement (the “Company Disclosure Letter”) (it being acknowledged and agreed that disclosure of any item in any section or subsection of the Company Disclosure Letter shall be deemed disclosed with respect to the section or subsection of this Agreement to which it corresponds and any other section or subsection of this Agreement to the extent the applicability of such disclosure to such other section or subsection of this Agreement is reasonably apparent on its face (it being understood that to be so reasonably apparent on its face, it is not required that the other section or subsection of this Agreement be cross-referenced); provided, that nothing in the Company Disclosure Letter is intended to broaden the scope of any representation or warranty of the Company Parties made herein), or (b) as disclosed in the Company SEC Documents publicly filed with, or furnished to the SEC since January 1, 2019 and prior to the date of this Agreement and available on the SEC’s Electronic Data Gathering and Retrieval System (excluding any information or documents incorporated by reference therein, or filed as exhibits thereto, and excluding any disclosures contained in such documents under the headings “Risk Factors” or “Forward Looking Statements” or any other disclosures contained or referenced therein to the extent they are cautionary, predictive or forward-looking in nature), and then only to the extent that the relevance of any disclosed event, item or occurrence in such Company SEC Documents to a matter covered by a representation or warranty set forth in this Article IV is reasonably apparent on its face, the Company Parties hereby jointly and severally represent and warrant to the Parent Parties that:

  • Representations and Warranties of the Selling Shareholders Each Selling Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER Parent and Purchaser represent and warrant to the Company as follows:

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