REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND HOLDINGS Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND HOLDINGS. 4.01. Organization and Authority of the Purchaser and Holdings.................................................. 25 4.02. No Conflict............................................................................................... 26 4.03. Consents and Approvals.................................................................................... 26 4.04. Litigation................................................................................................ 26 4.05. Brokers................................................................................................... 26 4.06. Acquisition of Shares for Investment...................................................................... 26 4.07. Investigation by Purchaser; Seller's and Parent's Liability............................................... 27 4.08. Financing................................................................................................. 28 ARTICLE V PRE-CLOSING COVENANTS
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REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND HOLDINGS. As an inducement to the Seller and the Parent to enter into this Agreement, the Purchaser and Holdings hereby represent and warrant to the Seller and the Parent as follows:
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REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND HOLDINGS. All of the representations and warranties of the Purchaser and Holdings contained in Article IV shall survive the Closing hereunder as follows: (i) the representations and warranties contained in Section 4.02 (No Conflict), Section 4.03 (Consents and Approvals) and Section 4.04 (Litigation) shall terminate twelve (12) months following the Closing Date, (ii) the representations and warranties contained in Section 4.01 (Organization and Authority of the Purchaser and Holdings), Section 4.05 (Brokers), Section 4.06 (Acquisition of Shares for Investment) and Section 4.07 (Investigation by Purchaser; Seller's and Parent's Liability) shall survive until six (6) months after the expiration of all applicable statute of limitations periods (or extensions or waivers thereof), or in the absence of such applicable statute of limitations periods, indefinitely and (iii) the representations and warranties contained in Section 4.08 (Financing) shall terminate at Closing. Notwithstanding the foregoing, if written notice of a claim for indemnification has been given by the Seller or the Parent to the Purchaser in accordance with Section 13.04 prior to the expiration of the applicable survival period, then the relevant representations and warranties of the Purchaser and Holdings shall survive as to such claim, until such claim has been finally resolved.
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REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND HOLDINGS. The Purchaser and Holdings represent and warrant as of the Closing Date as follows:
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REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND HOLDINGS. The Purchaser and Holdings jointly and severally (except paragraph (h) of this Section 4, which representation is made severally by Holdings) represent and warrant to the Sellers as follows:
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Related to REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND HOLDINGS

  • Representations and Warranties of the Purchaser As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:

  • 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 BUYER PARTIES Each of the Buyer Parties represents and warrants to each of the Selling Parties as follows:

  • 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 Parent The Parent hereby represents and warrants to the Shareholder as follows:

  • 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 COMPANY PARTIES Except (a) as set forth in the disclosure letter prepared by the Company and delivered to the Parent Parties at or prior to the execution and delivery of this Agreement (the “Company Disclosure Letter”) (it being acknowledged and agreed that disclosure of any item in any section or subsection of the Company Disclosure Letter shall be deemed disclosed with respect to the section or subsection of this Agreement to which it corresponds and any other section or subsection of this Agreement to the extent the applicability of such disclosure to such other section or subsection of this Agreement is reasonably apparent on its face (it being understood that to be so reasonably apparent on its face, it is not required that the other section or subsection of this Agreement be cross-referenced); provided, that nothing in the Company Disclosure Letter is intended to broaden the scope of any representation or warranty of the Company Parties made herein), or (b) as disclosed in the Company SEC Documents publicly filed with, or furnished to the SEC since January 1, 2019 and prior to the date of this Agreement and available on the SEC’s Electronic Data Gathering and Retrieval System (excluding any information or documents incorporated by reference therein, or filed as exhibits thereto, and excluding any disclosures contained in such documents under the headings “Risk Factors” or “Forward Looking Statements” or any other disclosures contained or referenced therein to the extent they are cautionary, predictive or forward-looking in nature), and then only to the extent that the relevance of any disclosed event, item or occurrence in such Company SEC Documents to a matter covered by a representation or warranty set forth in this Article IV is reasonably apparent on its face, the Company Parties hereby jointly and severally represent and warrant to the Parent Parties that:

  • REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES The Selling Parties jointly and severally represent and warrant to Buyer that:

  • REPRESENTATIONS AND WARRANTIES OF THE PARENT PARTIES The Parent Parties hereby jointly and severally represent and warrant to the Company Parties 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.

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