REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDERS. Xxxxxx X. Xxxxxx and Xxxxx X. Xxxxxx (individually, a "Principal --------- Stockholder" and collectively, the "Principal Stockholders") and, prior to the ----------- ---------------------- Effective Time, the Company, jointly and severally, represent and warrant to the Buyer and, following the Effective Time, the Surviving Corporation that the statements contained in this Article II are true and correct, except as set forth in the disclosure schedule attached hereto (the "Disclosure Schedule"). ------------------- The Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article II, and the disclosures in any paragraph of the Disclosure Schedule shall qualify other paragraphs in the Disclosure Schedule to the extent relevant.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDERS. Except as otherwise specifically provided herein, each of the Company and the Principal Stockholders jointly and severally hereby represents and warrants to the Purchaser and Sub as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDERS. 9
4.1 Due Organization; Good Standing; Authority; Binding Nature of Agreements...................................................... 10 4.2 Certificate of Incorporation and Bylaws; Records................ 10 4.3 Capitalization; Ownership of Stock.............................. 11 4.4 Subsidiaries.................................................... 12 4.5
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDERS. Except as specifically set forth in the disclosure schedule delivered by the Company and the Principal Stockholders to Acquiror at or prior to the execution of this Agreement and dated as of the date hereof (the "Company Disclosure Schedule"), the parts of which are numbered to correspond to the Section numbers of this Agreement, the Company and, severally and not jointly, to the best of their Knowledge, each of the Principal Stockholders (except for Au Sai Chuen, a stockholder of the Company), hereby represent and warrant to Acquiror and Merger Sub on the date hereof, as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDERS. Each of the KRG Stockholders and the Company, jointly and severally, hereby make the following representations and warranties to Sunrise and Merger Sub in this Article 4, other than the representations and warranties in Sections 4.01(b), 4.02(b), 4.03(b), 4.04(b), 4.19(b), 4.26(b), 4.32(b), 4.34(b), 4.35(b) and 4.37(b). The ACS Stockholder hereby makes the representations and warranties to Sunrise and Merger Sub in Sections 4.01(b), 4.02(b), 4.03(b), 4.04(b), 4.19(b), 4.26(b), 4.32(b), 4.34(b), 4.35(b) and 4.37(b).
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDERS. As of the date hereof and as of the Closing Date, the Company and the Principal Stockholders represent and warrant to Parent, subject to such exceptions as are clearly disclosed in the disclosure letter (referencing the appropriate section number) supplied by the Company and the Principal Stockholders to Parent (the "Company Schedules") in connection with the execution of the Original Agreement and deemed redelivered in connection with the execution of this Agreement and dated as of the date hereof, as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDERS. Except as set forth in the written disclosure schedules delivered on or prior to the date hereof to GlobalSCAPE, the Company represents and warrants to GlobalSCAPE as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDERS. Except as set forth in the schedules attached hereto and made a part hereof (the “Company Schedules”) (any information disclosed in the Company Schedules under any section number shall be deemed to be disclosed and incorporated into any other section number under where it is reasonably apparent to a reasonable person from the face of such disclosure that such incorporation would be appropriate), the Company and each of the Principal Stockholders represents and warrants to Quantum and QSL that the representations and warranties set forth below are true and correct as of the date hereof and shall be true and correct as of the Closing. As used in this Agreement, (a) “
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDERS. In order to induce Investor to enter into this Agreement and to purchase the Purchased Shares, the Company and the Principal Stockholders hereby jointly and severally represent and warrant that:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDERS. Subject to the limitations contained in this Agreement, the Company and the Principal Stockholders hereby represent and warrant to Parent and Merger Sub that the statements contained in this Section 2 are true and correct, except as expressly set forth on the Disclosure Schedule attached hereto (the “Disclosure Schedule”). The Disclosure Schedule shall be arranged in numbered sections corresponding to the sections contained in this Section 2 and any information disclosed therein under any section of the Disclosure Schedule shall be deemed disclosed and incorporated into any other section of the Disclosure Schedule as and to the extent that it is reasonably apparent on the face of the disclosure contained therein that such deemed disclosure and incorporation would be appropriate.
