Representations and Warranties of the Parent and the Parent Stockholders Sample Clauses

Representations and Warranties of the Parent and the Parent Stockholders. In order to induce the Company and the Shareholders to enter into this Agreement and to consummate the transactions contemplated hereby, as of the date hereof and as of the Closing Date, (i) the Parent hereby represents and warrants to each of the Shareholders and the Company that the statements contained in this Article IV are true and correct subject to those exceptions set forth in the disclosure schedules attached hereto and delivered to the Company on the date hereof (the “Parent Disclosure Schedule”), (ii) the Parent Stockholders jointly and severally with the Parent, hereby represent and warrant to each of the Shareholders and the Company that the statements contained in Sections 4.01, 4.02, 4.03, 4.04 and 4.05 of this Article IV are true and correct subject to those exceptions set forth in the Parent Disclosure Schedules, (iii) each Parent Stockholder, severally, and not jointly with the other Parent Stockholder or the Company, hereby represents and warrants to each of the Shareholders and the Company that the statements contained in Section 4.29 of this Article IV relating solely to such Parent Stockholder are true and correct subject to those exceptions set forth in the Parent Disclosure Schedules, and (iv) Xxxxxxx Xxxxxxx, jointly and severally with the Parent, hereby represents and warrants to each of the Shareholders and the Company that the statements contained in Section 4.06 of this Article IV are true and correct subject to those exceptions set forth in the Parent Disclosure Schedules. The Parent Disclosure Schedule with respect to this Article IV will be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article IV. Any matter disclosed in a numbered and lettered section of the Parent Disclosure Schedule shall be deemed to be disclosed in other locations throughout the Parent Disclosure Schedule to the extent such disclosure is reasonably apparent.
Sample 1
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Related to Representations and Warranties of the Parent and the Parent Stockholders

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER Parent and the Purchaser represent and warrant to the Company 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 SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

  • 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 PARENT AND MERGER SUBSIDIARY Parent and Merger Subsidiary represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER Parent and Purchaser represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUB Parent and Acquisition Sub represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB Parent and Merger Sub represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND BUYER Parent and Buyer hereby jointly and severally represent and warrant to the Sellers that:

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