REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SHAREHOLDERS. The Shareholders and the Company jointly and severally represent and warrant to Buyer that, except as set forth in the disclosure schedules delivered by the Company to Buyer (the “Company Disclosure Schedule”) which have been provided to Buyer prior to the date hereof.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SHAREHOLDERS. The Company and the Shareholders, jointly and severally, represent and warrant to Parent and Surviving Corporation as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SHAREHOLDERS. The Company and Shareholders, jointly and severally, make the following representations and warranties to MIOA, each of which is true and correct on the date hereof, shall remain true and correct to and including the Closing Date, shall be unaffected by any investigation heretofore or hereafter made by MIOA, or any knowledge of MIOA other than as specifically disclosed in the Disclosure Schedules delivered to MIOA, and shall survive the Closing of the transactions provided for herein.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SHAREHOLDERS. (A) The Company and Shareholders, jointly and severally, represent that they understand that they are exchanging the issued and outstanding Shares of the Company for Shares of ASD and that the same have not been registered under the Securities Act and/or any applicable state securities laws in reliance upon exception provided by Section 4(2) of the Securities Act and Regulation D relating to transactions not involving a public offering.
(B) The Company and Shareholders represent that the Shares are being acquired solely for the Shareholders' own account for investment, and are not being acquired with a view to or for the resale or distribution thereof and that the Shareholders have no present plans to enter into any contract, undertaking, agreement or arrangement for such resale or distribution.
(C) The Company and Shareholders are aware of the existence of substantial restrictions on the transferability of the Shares.
(D) The Company and Shareholders are each an Accredited Investor, as that term is defined in Regulation D promulgated under the Securities Act. The foregoing representations and warranties shall be true and accurate as of the date of this Agreement, the date of the Closing and shall continue in effect after the Closing.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SHAREHOLDERS. 5 3.01. Corporate Organization; Etc. .............................. 6 3.02. Capitalization of the Company.............................. 6 3.04. Authorization, Etc. ....................................... 6
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SHAREHOLDERS. Each of the Company and each Shareholder, jointly and severally, hereby represents and warrants to Parent and Acquisition, knowing and intending that each of Parent and Acquisition is relying hereon in entering into the transactions contemplated hereby, as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SHAREHOLDERS. Except as disclosed in the Disclosure Schedules by reference to the specific section or subsections to which a disclosure pertains, the Company and each of the Shareholders, jointly and severally, represent and warrant to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SHAREHOLDERS. The Company and the Executive Shareholders jointly and severally represent and warrant to Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SHAREHOLDERS. The Company and the Shareholders, jointly and severally, represent and warrant to Xxxxxx as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SHAREHOLDERS. As an inducement to the Purchaser to enter into this Agreement, the Company and the Shareholders hereby represent and warrant to Purchaser that:
