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. The Company and the Stockholders hereby represent and warrant to Acquiror as follows:
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 Stockholders, jointly and severally, hereby represent and warrant to Buyer that each of the following representations and warranties is true, correct and complete as of the date of this Agreement and as of the Closing Date:
Representations and Warranties of the Company and Stockholders. Jetcast and each of the Stockholders hereby, jointly and severally, represent and warrant to Lenco and Merger Sub as follows:
Representations and Warranties of the Company and Stockholders. The Company and Stockholders hereby agree, represent, and warrant to Process, on the date of this Agreement and on the Closing Date, as follows:
Representations and Warranties of the Company and Stockholders. Certain information relating to the representations and warranties of the Company and the Stockholders is set forth in a Disclosure Schedule hereto (the "Disclosure Schedule") prepared by the Company and the Stockholders and delivered to Envirogen pursuant to this Agreement as of the date hereof. The disclosures in the Disclosure Schedule shall relate only to the representations and warranties to which they expressly refer and shall be deemed to be representations and warranties as if made hereunder. In the event of any inconsistency between the statements made in the body of this Agreement and those contained in the Disclosure Schedule (other than a disclosure in the Disclosure Schedule which expressly relates to a specifically identified representation and warranty), those in this Agreement shall control. All capitalized terms used in the Disclosure Schedule have the definitions specified in this Agreement. Disclosure of a matter or document in the Disclosure Schedule shall not be deemed to be an acknowledgement that such matter is material or outside the ordinary course of business of the Company. The Company and the Stockholders may supplement the Disclosure Schedule from time to time subject to and in accordance with Section 5.07(c) of this Agreement, and from and after any such supplement the term "Disclosure Schedule" as used in this Agreement shall mean the Disclosure Schedule as so supplemented. The Company and each Stockholder (provided that in the case of a reference in this Section 3 to the business, affairs or status of a Stockholder, such Stockholder shall be deemed to make such representation solely with respect to himself) represent and warrant to Envirogen as follows:
Representations and Warranties of the Company and Stockholders. Wallxxx XxXommon 1 Black tote tool bag with assorted hand tools 1 Gray xxxl box with assorted hand tools 1 Breakout Box 1 Hand cart 1 Red plastic tool box 2 Hanging folder crates 1 Cell phone "
Representations and Warranties of the Company and Stockholders. Michxxx Xxxxx 0 HP Laser III Printer 1 Toshiba Tecra 520 COT Laptop 1 Calculator 1 10/100 8PT Linksys Hub 1 Syquest Sparo 1.0 drive 2 Speaker sets (powered) Danixx Xxxxxxxxxx 0 Desk Top radio am/fm 1 Desk Top organizer-datetimer 1 Desk Top calculator
