REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE. SELLER The Company and the Seller jointly and severally represent and warrant to Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE. SELLING STOCKHOLDERS. --------------------
(a) The Company represents and warrants to each of the Underwriters as follows:
(i) A registration statement on Form S-3 (File No. 333-______) with respect to the Shares has been carefully prepared by the Company in conformity 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 has complied with the conditions for the use of Form S-3. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, 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, 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 (a) the form of prospectus first filed with the Commission pursuant to Rule 424(b) or (b) the last preliminary prospectus included in the Registration Statement filed prior to the time it becomes effective or filed pursuant to Rule 424(a) under the Act that is delivered by the Company to the Underwriters for delivery to purchasers of the Shares, together with the term sheet or abbreviated term sheet filed with the Commission pursuant to Rule 424(b)(7) under the Act. 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 shall be deemed to refer to and include any documents incorporated by reference therein, and, in the case of any reference herein to any Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and pr...
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE. COMPANY STOCKHOLDER 9
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE. STOCKHOLDERS
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE. PRINCIPAL STOCKHOLDERS. ----------------------
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE. STOCKHOLDERS
SECTION 3.01. Authority of the Company and Each Stockholder 15 SECTION 3.02. Organization, Authority and Qualification of the Company 15 SECTION 3.03. Capital Stock and Ownership of the Company 16 SECTION 3.04. Subsidiaries 16 SECTION 3.05. Corporate Books and Records 18 SECTION 3.06. No Conflict 18 SECTION 3.07. Governmental Consents and Approvals 18 SECTION 3.08. Financial Information; Books and Records 18 SECTION 3.09. Absence of Undisclosed Liabilities 19 SECTION 3.10. Receivables 19 SECTION 3.11. Inventories 20 SECTION 3.12. Acquired Assets 20 SECTION 3.13. Sales and Purchase Order Backlog 20 SECTION 3.14. Conduct in the Ordinary Course; Absence of Certain Changes, Events and Conditions 21 SECTION 3.15. Litigation 23 SECTION 3.16. Compliance with Laws 23 SECTION 3.17. Environmental and Other Permits and Licenses; Related Matters 24 SECTION 3.18. Material Contracts 24 SECTION 3.19. Intellectual Property 26 SECTION 3.20. Real Property 28 SECTION 3.21. Tangible Personal Property 29 SECTION 3.22. Assets 29 SECTION 3.23. Customers 30 SECTION 3.24. Suppliers 30 SECTION 3.25. Employee Benefit Matters 31 SECTION 3.26. Labor Matters 33 SECTION 3.27. Salaried Employees 34 SECTION 3.28. Certain Interests 34 SECTION 3.29. Taxes 35 SECTION 3.30. Insurance 36 SECTION 3.31. Accounts; Lockboxes; Safe Deposit Boxes; Powers of Attorney 37 SECTION 3.32. Full Disclosure 38 SECTION 3.33. Brokers 38 ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE. CANNDORA SHAREHOLDERS 14
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE. STOCKHOLDERS 9 (a) AUTHORIZATION 9 (b) STOCKHOLDER AUTHORITY 9 (c) ORGANIZATION; SUBSIDIARIES 10 (d) MINUTE BOOKS 10 (e) CAPITALIZATION 10 (f) FINANCIAL STATEMENTS 10 (g) OWNED REAL PROPERTY 11 (h) LEASED REAL PROPERTY; TENANCIES 11
(i) TITLE 11 (j) FIXED ASSETS; CONDITION OF ASSETS 12 (k) INTELLECTUAL PROPERTY 13 (l) ACCOUNTS RECEIVABLE 14 (m) ACCOUNTS PAYABLE 14 (n) ABSENCE OF UNDISCLOSED LIABILITIES 14 (o) ABSENCE OF CERTAIN CHANGES OR EVENTS 14 (p) AGREEMENTS 16 (q) NON CONTRAVENTION; CONSENTS 16 (r) EMPLOYEE BENEFIT PLANS 17 (s) LABOR RELATIONS 17 (t) INSURANCE 18 ARTICLE/SECTION/SUBJECT PAGE
(e) LITIGATION 24 (f) ACCURACY OF INFORMATION FURNISHED 24 (g) COMPLIANCE WITH APPLICABLE LAW 24 2.4 SURVIVAL OF REPRESENTATIONS AND WARRANTIES 25 ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE. FOUNDER Except as otherwise set forth in the "Company and Founder Disclosure Schedule" provided to Purchaser on or before July 15, 1997 and attached as EXHIBIT 2 hereto, the Company and the Founder represent and warrant to Purchaser as set forth below. No fact or circumstance disclosed to Purchaser shall constitute an exception to these representations and warranties unless such fact or circumstance is set forth in the Company and Founder Disclosure Schedule or such supplements thereto as may mutually be agreed upon in writing by the Company and Purchaser. The representations and warranties made by Founder in Sections 2.7, 2.10 and 2.11 hereof are made to the best knowledge of Founder. Whenever the term "enforceable in accordance with its terms" or like expression is used, it is understood that excepted therefrom are any limitations on enforceability under applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting the enforcement of creditor's rights. The Founder's representations and warranties contained in this Article II shall survive until 90 days after the Effective Date.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE. Stockholders. Each of the Company, on the one hand, and the Stockholders, on the other hand, hereby severally (and not jointly) represent and warrant to the Company and to each of the Stockholders as set forth below (all of such representations and warranties to survive the execution and delivery of this agreement):
