REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE MANAGEMENT STOCKHOLDERS Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE MANAGEMENT STOCKHOLDERS. 4.01 TRUTHFULNESS OF THE REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND EACH MANAGEMENT STOCKHOLDER. The Company and each Management Stockholder, jointly and severally, represent and warrant to IDG that all of the following representations and warranties in this Article IV are, as of the date of this Acquisition Agreement, and as amended or supplemented pursuant to Section 6.08, will be, on the Closing Date, true and correct, and do not and will not contain or omit any disclosure that has or will or could have a Material Adverse Effect on the Company or IDG.
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE MANAGEMENT STOCKHOLDERS. The Company and each of the Management Stockholders hereby jointly and severally represent and warrant to Acquisition Co. and QuadraMed as follows:
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE MANAGEMENT STOCKHOLDERS. As of the date hereof and as of the Closing Date, the Company and the Management Stockholders, jointly and severally, except as specifically provided herein, represent and warrant to THINK and UAC as follows:
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE MANAGEMENT STOCKHOLDERS. The Company, Michael and DeVille, each, severally, but not jointly, represent and wxxxxxx to Parent and Sub as follows, subject to any exceptions set forth in the Company Disclosure Letter to be delivered to Parent by the Company concurrently herewith:
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE MANAGEMENT STOCKHOLDERS. The Company and the Management Stockholders, jointly and severally, except as specifically provided herein, represent and warrant to THINK as follows:
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE MANAGEMENT STOCKHOLDERS. 4.01 TRUTHFULNESS OF THE REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND EACH MANAGEMENT STOCKHOLDER. The Company and each Management Stockholder, jointly and severally, represent and warrant to IDG and Newco that all of the following representations and warranties in this Article IV are, as of the date of this Merger Agreement, and as amended or supplemented pursuant to Section 6.07, will be, on the Closing Date, true and correct, and except as disclosed in the Schedules do not and will not contain any information, or omit any disclosure, that has or will or could have a Material Adverse Effect on the Company or on the Surviving Corporation or IDG.
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE MANAGEMENT STOCKHOLDERS. Each of the Company and, as applicable, the Management Stockholders, hereby, jointly and severally, represents and warrants to the Purchaser that, except as set forth in the Disclosure Schedule attached hereto as Schedule II (which Disclosure Schedule makes explicit reference to the particular representation or warranty as to which exception is taken, which in each case shall constitute the sole representation and warranty as to which such exception shall apply) ("SCHEDULE II"):
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE MANAGEMENT STOCKHOLDERS. The Company and each Management Stockholder represent and warrant, jointly and severally, as to the Company and its Subsidiaries (except that (x) the representations and warranties as to the Company set forth in Sections 5.1(f), 5.7(b), 5.8, 5.11(b)(ii) and 5.13 are not being made by the Management Stockholders and (y) the representations and warranties as to the Company set forth in Sections 5.2 and 5.4 are being made by the Management Stockholders only as of the date hereof and not as of the Closing Date), and each Management Stockholder represents and warrants, severally and not jointly, as to itself, to the Purchasers as follows:
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE MANAGEMENT STOCKHOLDERS. 4.01 TRUTHFULNESS OF THE REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND EACH MANAGEMENT STOCKHOLDER. The Company and each Management Stockholder, jointly and severally, represent and warrant to IDG and Newco that all of the following representations and warranties in this Article IV are, as of the date of this Acquisition Agreement, and as amended or supplemented pursuant to Section 6.08, will be, on the Closing Date, true and correct, and do not
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Related to REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE MANAGEMENT STOCKHOLDERS

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

  • 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 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 by the Company and the Operating Partnership Each of the Company and the Operating Partnership, jointly and severally, represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, 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 SELLER AND THE COMPANY Seller and the Company jointly and severally represent and warrant to the Purchaser that:

  • Representations and Warranties of the Selling Stockholders Each of the Selling Stockholders severally and not jointly represents and warrants to each Underwriter and the Company 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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