Representations and Warranties of the Company and the Founder Sample Clauses

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:
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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: (i) A registration statement on Form F-1 (File No. 333-169170) with respect to the Offered Securities has been prepared by the Company in conformity in all material respects 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. 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) under the Act, is herein referred to as the “Registration Statement,” which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act 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, or is proposed to be filed, as of the date of this Agreement. “Prospectus” means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 424(b) 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.”
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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.
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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:
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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:
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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:
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Representations and Warranties of the Company and the Founder. Corporate Organization; Etc ......................................... 9 5.2 Capitalization. .....................................................10 5.3
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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:
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Representations and Warranties of the Company and the Founder. The Company and the Founder jointly and severally represent and warrant to Investor as follows:
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Related to Representations and Warranties of the Company and the Founder

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8

  • Representations and Warranties of the Company and the Selling Shareholders (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-120615) with respect to the Shares has been prepared by the Company in conformity in all material respects 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 and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-1. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting in all material respects, at the time of filing thereof, the requirements of the Rules and Regulations) contained therein and the exhibits and financial statements thereto, 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, is 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 the form of prospectus first filed with the Commission pursuant to Rule 424(b). 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 or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.

  • Representations and Warranties of the Company and the Selling Stockholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

  • Representations and Warranties of the Company and the Operating Partnership The Company and the Operating Partnership hereby jointly and severally represent, warrant and covenant to each Underwriter, as of the date of this Agreement, as of the First Closing Date (as hereinafter defined) and as of each Option Closing Date (as hereinafter defined), if any, as follows:

  • Representations and Warranties of the Company and the Guarantors The Company and the Guarantors jointly and severally represent and warrant to each Initial Purchaser that:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANIES To induce each Lender and the Agent to execute and deliver this Agreement, each Company represents, warrants and covenants that: (a) The execution, delivery and performance by each Company of this Agreement and all documents and instruments delivered in connection herewith have been duly authorized by all necessary corporate action required on its part, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Company enforceable against such Company in accordance with its terms except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (b) Except with respect to the Existing Events of Default, each of the representations and warranties set forth in the Transaction Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof. (c) Neither the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby or thereby does or shall contravene, result in a breach of, or violate (i) any provision of any Company’s corporate charter, bylaws, operating agreement or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) any mortgage, deed of trust, lease, agreement or other instrument to which any Company is a party, or by which any Company or its property is bound. (d) As of the date of this Agreement, except for the Existing Events of Default, no Event of Default has occurred or is continuing under this Agreement or any other Transaction Document. (e) The Agent’s and the Lender’s security interests in the Collateral continue to be valid, binding and enforceable first-priority security interests which secure the obligations under the Transaction Documents and no tax or judgment liens are currently on record against any Company. (f) Except with respect to the Existing Events of Default, any misrepresentation of a Company, or any failure of a Company to comply with the covenants, conditions and agreements contained in any agreement, document or instrument executed or delivered by any Company with, to or in favor of any Company shall constitute a Forbearance Default hereunder and an immediate Event of Default under the Financing Agreement. (g) The recitals in this Agreement are true and correct.

  • Representations and Warranties of the Company The Company represents and warrants to the Buyer that:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANY Seller and the Company jointly and severally represent and warrant to the Purchaser that:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER Parent and the Purchaser represent and warrant to the Company as follows:

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