REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPALS Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPALS. The Company, and each of the Principals, hereby represent and warrant to Parent and Subsidiary that on the date hereof and as of the Effective Time as though made on the Effective Date as follows:
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPALS. Except as set forth in the Disclosure Schedule attached hereto (which 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 only the corresponding paragraph in this Article II, the "Disclosure Schedule"), the Company and the Principals jointly and severally represent and warrant to Buyer, Parent and Acquisition Subsidiary, as of the date of this Agreement and as of the Closing (which representations and warranties shall survive the Closing to the extent provided in Section 6.3 hereof), as follows:
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPALS. As an inducement to Lineo to enter into and perform its obligations under this Agreement, the Company and the Principals (and the other Shareholders only to the extent so specifically provided), jointly and severally, represent and warrant to Lineo as set out below. The parties acknowledge and agree that all representations and warranties in respect of the Company are given by the Principals on a joint and several basis. Any representation and warranty or covenant given below by a Shareholder who is not a Principal is given severally and not jointly and severally and only in respect of himself.
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPALS. The Company and each of the Principals hereby represent and warrant, jointly and severally, to each of Parent, Acquisition Sub and CDN2 subject to such exceptions as are disclosed with respect to specific sections of this Article 2 in the Disclosure Schedule delivered herewith and dated as of the date hereof or are disclosed in another section of the Disclosure Schedule if it is reasonably apparent on the face of the disclosure that it is applicable to another Section of this Article 2, as follows:
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPALS. Except as set forth on the disclosure letter delivered by the Company and the Principals, defined below, prior to the execution of this Agreement (the "Company Disclosure Letter"), the Company, Xxxxx Xxxxxxx ("Xxxxxxx"), and Xxxxxx Xxxxx ("Xxxxx"; Xxxxxxx and Xxxxx are referred to together as the "Principals"), jointly and severally, represents and warrants to the Purchaser as of the date hereof as follows. All references to schedules in this Article IV are intended as references to Schedules of the Company Disclosure Letter:
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPALS. 2.01 Corporate Organization 6 2.02 Subsidiaries 6 2.03 Capital Structure 7 2.04 Authority 7 2.05 No Conflict 8 2.06 Consents 8 2.07 The Company Financial Statements 8 2.08 No Undisclosed Liabilities 9 2.09 No Changes 9 2.1 Tax Matters 11 2.11 Restrictions on Business Activities 12 2.12 Title of Properties; Absence of Liens and Encumbrances; Condition of Equipment 12
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPALS. The Company and the Principal hereby jointly and severally warrant and represent to Buyer as follows, and acknowledge and confirm that Buyer is relying upon such warranties and representations in connection with the purchase of the Acquired Assets:
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Related to REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPALS

  • 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 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 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 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 Seller and the Purchaser (a) The Seller hereby represents and warrants to the Purchaser as of the date of this Agreement 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 PARENT AND THE PURCHASER Parent and the Purchaser represent and warrant to the Company as follows:

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

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