REPRESENTATIONS AND WARRANTIES OF THE MACROSPACE SHAREHOLDERS Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE MACROSPACE SHAREHOLDERS. Except as expressly set forth in the letter addressed to Sorrent from the Macrospace Shareholders and dated as of the Agreement Date (including all schedules thereto) which has been delivered by the Macrospace Shareholders to Sorrent concurrently with the parties’ execution of this Agreement (the “Macrospace Disclosure Letter”) and is subject to amendment or supplement by any Macrospace Update(s), each of the Macrospace Shareholders hereby represents and warrants to Sorrent, (1) with respect to the representations and warranties in Section 3.1 solely with respect to itself, himself or herself and not with respect to any other Macrospace Shareholder, and (2) with respect to the representations and warranties in Sections 3.2 through 3.24 of this Article 3, on a several and not joint basis, and in each case subject to the limitations and other provisions of Article 11, that each of the representations, warranties and statements contained in this Article 3 is true and correct. For all purposes of this Agreement (including without limitation Articles 9 and 11), the statements contained in the Macrospace Disclosure Letter and its schedules and any Macrospace Update(s) (shall also be deemed to be representations and warranties made and given by the Macrospace Shareholders to Sorrent under Article 3 of this Agreement. Notwithstanding anything in this Agreement to the contrary, except for the representation as to Options in Section 3.1.1, the representations and warranties set forth in Section 3.1 made by each Option Holder with respect to Options which shall be exercised for Shares simultaneously with the Closing shall be made only effective on and as of such exercise (and not the Agreement Date).
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Related to REPRESENTATIONS AND WARRANTIES OF THE MACROSPACE SHAREHOLDERS

  • REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS The Shareholders, individually and separately, represent and warrant as follows:

  • Representations and Warranties of the Selling Shareholders Each Selling Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that:

  • REPRESENTATIONS AND WARRANTIES OF THE VENDORS The Vendors jointly and severally represent and warrant to the Purchaser the following, and acknowledge that the Purchaser is entitled to rely on such representations and warranties notwithstanding any due diligence investigation done by the Purchaser prior to the closing:

  • Representations and Warranties of the Vendor The Vendor hereby makes the following representations and warranties to the Purchaser and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and completing the Transaction:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYERS Each Buyer represents and warrants to the Sellers as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE WARRANTORS Unless specifically indicated otherwise, the Warrantors hereby jointly and severally represent and warrant to the Investor that the statements in this Section 3, except as set forth in the Disclosure Schedule (the “Disclosure Schedule”) attached to this Agreement as Schedule C (the contents of which shall also be deemed to be representations and warranties hereunder), are all true, correct and complete as of the date hereof and the date of the Closing. For purposes of this Section 3, any reference to a party’s “knowledge” means such party’s best knowledge after due and diligent inquiries of officers, directors, and other employees of such party reasonably believed to have knowledge of the matter in question.

  • Representations and Warranties of the Purchasers Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):

  • Representations and Warranties of the Selling Shareholder The Selling Shareholder represents and warrants to and agrees with each of the Underwriters that:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER The Buyer represents and warrants to the Company that:

  • Representations and Warranties of the Shareholder The Shareholder hereby represents and warrants to the Company as follows:

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