REPRESENTATIONS AND WARRANTIES OF THE COMPANY GROUP. The Company represents and warrants to ACE, as to itself and each other member of the Company Group, as of the date of this Agreement and as of the Closing Time, as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY GROUP. Subject to such exceptions as may be specifically set forth in the Disclosure Schedule attached to this Agreement as Exhibit G (the “Disclosure Schedule”), each member of the Company Group and the Founder (together, the “Warrantors”), jointly and severally, represents, warrants and undertakes to the Investors that each of the statements contained in this Section 3 are true, accurate, complete and not misleading as of the date of this Agreement, and each of such statements shall be true, accurate, complete and not misleading on and as of the date of the Initial Closing, with the same effect as if made on and as of the date of the Initial Closing.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY GROUP. As a material inducement to Buyer to execute and perform its obligations under this Agreement, each member of Company Group, jointly and severally, hereby represents and warrants to Buyer, as of the date hereof and as of the Closing Date, as follows.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY GROUP. Subject to and giving effect to Sections 3.1 and 3.2 and except as set forth in the Company Disclosure Letter, Business Bank and the Bank, jointly and severally, hereby represent and warrant to Seacoast as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY GROUP. Each member of the Company Group represents and warrants to the Members of the Shareholder Group that:
(a) Such member of the Company Group has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all action necessary to authorize the execution, delivery and performance of this Agreement.
(b) This Agreement has been duly authorized, validly executed and delivered by such member of the Company Group and constitutes the legal, valid and binding obligation of such member, enforceable against such member in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting enforcement of creditors' rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(c) The execution and delivery of this Agreement by such member of the Company Group does not, and the performance by such member of his obligations hereunder will not, require any filing by such member with, or any permit, authorization, consent or approval of, any governmental or regulatory authority or any third party other than an amendment to Schedule 13D and Form 4 and/or Form 5. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such member is a trustee whose consent is required for the execution and delivery of this Agreement or the consummation by such member of the transactions contemplated hereby.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY GROUP. In order to induce each of the Purchasers to enter into this Agreement and the Related Documents to which it is a party, the Members of the Company Group and, only to the extent explicitly stated herein, the Management Shareholders, hereby jointly and severally represent and warrant to the Purchasers as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY GROUP. Each company in the Company Group hereby represents and warrants (except for Section 4.2 hereof, with respect to which the Company only represents and warrants) to the other parties hereto that:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY GROUP. Except as disclosed in the Company Reports filed with or furnished to the SEC and publicly available prior to the date hereof (excluding in each case any general disclosures set forth in the risk factors or “forward-looking statements” sections of such reports, and any other general disclosures included therein to the extent they are predictive or forward-looking in nature), the Company Group represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY GROUP. The Company Group hereby represents and warrants to Buyer as set forth below, except as set forth in the applicable schedules identified herein (with specific reference, subject to Section 12.4(a), to the section or subsection of this Agreement to which the disclosure relates).
REPRESENTATIONS AND WARRANTIES OF THE COMPANY GROUP. Each company in the Company Group hereby represents and warrants that:
