Representations and Warranties of the Company and Stockholders. The COMPANY and the STOCKHOLDERS jointly and severally represent and warrant that all of the following representations and warranties in this Section 5(A) are true at the date of this Agreement and, subject to Section 7.8 hereof, shall be true on the Closing Date and on the Funding and Consummation Date, and that such representations and warranties shall survive the Funding and Consummation Date for a period of 12 months (the last day of such period being the "Expiration Date"), except that (i) the warranties and representations set forth in Section 5.22 hereof shall survive until such time as the limitations period has run for all Tax periods ended on or prior to the Funding and Consummation Date, which shall be deemed to be the Expiration Date for Section 5.22 and (ii) solely for purposes of determining whether a claim for indemnification under Section 11.1(iii) hereof has been made on a timely basis, and solely to the extent that in connection with the IPO, PARENT actually incurs liability under the 1933 Act, the 1934 Act, or any other federal or state securities laws, the representations and warranties set forth herein shall survive until the expiration of any applicable limitations period, which shall be deemed to be the Expiration Date for such purposes. For purposes of this Section 5, the term COMPANY includes any and all of its subsidiaries unless the context expressly requires otherwise.
Representations and Warranties of the Company and Stockholders. The representations and warranties of the Company and Stockholders, respectively, with respect to this Agreement and the transactions contemplated hereby are set forth in the Stock Purchase Agreement.
Representations and Warranties of the Company and Stockholders. In making the representations and warranties set forth below, the term "material" shall be deemed to mean an amount of money greater than $50,000, the terms "material adverse change," "material adverse trend," "material adverse effect," "materially affect," or any other term of like import shall mean the occurrence of any single event, or any series of related events, or set of related circumstances, which proximately causes an actual, direct economic loss to the Company, taken as a whole, in excess of $50,000 per occurrence or $100,000 in the aggregate. The term "knowledge" shall (i) mean actual knowledge of the applicable party, individually, after reasonable investigation and (ii) be deemed to exist with respect to any matter for which a reserve was provided for in the Company's financial statements, regardless of whether the reserve is sufficient to cover any loss in respect of such matter. Subject to the foregoing, in connection with the transactions contemplated by this Agreement, the Company and the Stockholders represent and warrant jointly and severally with respect to matters relating to the Company, and each Stockholder represents and warrants severally but not jointly with respect to matters relating to such Stockholder and the Company Shares held by such Stockholder, as set forth in this Article III:
Representations and Warranties of the Company and Stockholders. The Company and each Stockholder represents and warrants to Purchaser as follows:
Representations and Warranties of the Company and Stockholders. The Company and each of the Stockholders (other than Xxxx Xxxxxx, as Trustee), jointly and severally, hereby represents and warrants to Buyer as follows:
Representations and Warranties of the Company and Stockholders. Except as disclosed in the Disclosure Schedule by reference to the specific section or subsections to which a disclosure pertains, the Company and each of the Stockholders (to their knowledge in the case of the Stockholders, except for Stockholders Xxx Xxxxxx and Xxxxx Xxxxx), jointly and severally, represent and warrant to Buyer as follows:
Representations and Warranties of the Company and Stockholders. The Company and the Stockholders represent and warrant to MBHAI and MBS that the statements contained in this Article III are true and correct as of the date hereof and will be true and correct as of the Closing Date as if made on such date, except as set forth in the Schedules delivered by the Company to MBS concurrently herewith and which are attached hereto. Notwithstanding any provision in this Agreement to the contrary, any representation or warranty made by a Stockholder is made only with respect to the Company and himself or herself and not with respect any other Stockholder.
Representations and Warranties of the Company and Stockholders. 9 Section 3.01. Corporate Organization.............................................. 9 Section 3.02.
Representations and Warranties of the Company and Stockholders. 10 3.1 Capitalization......................................................................10 3.2
Representations and Warranties of the Company and Stockholders. The Company and the Stockholders hereby jointly and severally represent and warrant to CUI that, except as set forth in the written disclosure schedule delivered on or prior to the date hereof by the Company to CUI that is arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article II (the "Company Disclosure Schedule"):
