Representations and Warranties of the Company and the Founder. As of ------------------------------------------------------------- the date of this Agreement, except as set forth and identified to a specific section number on the Schedules attached hereto setting forth the specific exceptions to the specific sections of this Article 3, each of the Company and the Founder represents and warrants, jointly and severally, to the Investor (regardless of any investigation made or information obtained by the Investor), as a material inducement to enter into this Agreement, as follows; provided; -------- however, that where a representation or warranty in this Article 3 is limited as ------- to the knowledge of the Company or of the Founder, no liability shall arise to the Company or the Founder, as applicable, for any breach of such representation or warranty, unless knowledge of the misrepresentation or breach by the Company or Founder can be demonstrated, notwithstanding that the representations and warranties in this Article 3 are otherwise made jointly and severally by the Company and the Founder:
Representations and Warranties of the Company and the Founder. (a) The Company and the Founder, jointly and severally, represents and warrants to each of the Underwriters as follows:
Representations and Warranties of the Company and the Founder. 9 5.1 Corporate Organization; Etc ......................................... 9 5.2 Capitalization. .....................................................10 5.3
Representations and Warranties of the Company and the Founder. Except as set forth in the Disclosure Schedule, the Company and the Founder hereby jointly and severally represent and warrant to Parent and Merger Sub as follows:
Representations and Warranties of the Company and the Founder. Except for the exceptions set forth on the Disclosure Schedule attached hereto as Exhibit G and set forth on any amendment to the Disclosure Schedule delivered to the Investors prior to Closing which exceptions shall be deemed to be part of the representations and warranties made hereunder, the Company and the Founder, in his individual capacity, jointly and severally, represent and warrant to each Investor that the following representations are true and complete as of the date hereof and as of the Closing Date, except as otherwise indicated. The Disclosure Schedule shall be arranged in sections corresponding to the numbered and lettered sections and subsections contained in this Article III, and the disclosures in any section or subsection of the Disclosure Schedule shall qualify other sections and subsections in this Article III only to the extent it is readily apparent from a reading of the disclosure that such disclosure is applicable to such other sections and subsections. The Disclosure Schedule may be amended by the Company after the date hereof but only to reflect events and circumstances that have arisen after the date hereof but prior to the Closing Date. For the purposes of these representations and warranties, the phrase “to the Company’s knowledge” shall mean the actual conscience awareness, after due investigation, of the Founder.
Representations and Warranties of the Company and the Founder. Each of the Company and the Founder, severally and not jointly, hereby represents, warrants and covenants to the Purchaser, subject to such exceptions and disclosures set forth in the Disclosure Schedule attached hereto, as of the date hereof and as of the date of the Initial Closing, that the following representations and warranties are true and correct in all respects with respect to itself and with respect to the Company, and further acknowledges that the Purchaser is entering into this Agreement in reliance thereon:
Representations and Warranties of the Company and the Founder. The Company and the Founder (severally and not jointly) hereby represent and warrant to each Investor that, except as set forth on the disclosure letter of even date herewith (the “Disclosure Letter”) furnished to each Investor and special counsel for the Investors, which exceptions shall be deemed to be representations and warranties as if made hereunder:
Representations and Warranties of the Company and the Founder. Subject to such exceptions as may be specifically set forth in the corresponding sections of a disclosure schedule set forth in Exhibit B, where applicable, the Company and the Founder hereby jointly and severally represent and warrant to the Investor as follows:
Representations and Warranties of the Company and the Founder. The Company and the Founder jointly and severally represent and warrant to Investor as follows:
