REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE MERGER SUB Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE MERGER SUB. The Purchaser and the Merger Sub hereby agree and represent and warrant to the Company as follows:
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REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE MERGER SUB. The Purchaser and the Merger Sub, jointly and severally, hereby represent and warrant to the Company that, except as set forth in the disclosure schedule (the “Purchaser Disclosure Schedule”) delivered by the Purchaser to the Company prior to the execution and delivery of this Agreement (such disclosures being considered to be made for purposes of the specific section of the Purchaser Disclosure Schedule in which they are made and for purposes of all other sections to the extent the relevance of such disclosure is reasonably apparent on its face):
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REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE MERGER SUB. The Purchaser and the Merger Sub represent and warrant to the Company that the statements in this Article VI are true and correct as of the date of this Agreement:
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REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE MERGER SUB. Except as otherwise set forth in the Purchaser Disclosure Schedule, the Purchaser and the Merger Sub hereby represent and warrant to the Company as follows: 5.1. Organization of the Purchaser and the Merger Sub. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio, the Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Tennessee and each of the Purchaser and the Merger Sub has full corporate power and authority to conduct its business as and to the extent it is presently being conducted and as and to the extent proposed by the Purchaser to be conducted and to own, lease and operate its properties and assets. The Purchaser is duly qualified, licensed or admitted to do business as a foreign corporation and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification, licensing or admission necessary and where the failure to be so qualified, licensed or admitted has or could reasonably be expected (so far as can be foreseen at the time) to have a Purchaser Material Adverse Effect. Except for the Purchaser's Subsidiaries, the Purchaser does not directly or indirectly own any material equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any material equity or similar interest in, any corporation, partnership, joint venture or other business association or entity other than portfolio securities acquired by the Purchaser in the ordinary course of business.
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REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE MERGER SUB. Each of the Purchaser and the Merger Sub hereby makes the representations and warranties set forth in this Article V to the Company and the Shareholders (including the Shareholder Representative).
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REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE MERGER SUB. Except as otherwise set forth in the Purchaser Disclosure Schedule, the Purchaser and the Merger Sub hereby represent and warrant to the Company as follows:
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REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE MERGER SUB. The Purchaser and the Merger Sub represent and warrant to the Company and the Principal Shareholders that the statements contained in this Article III are true, correct and complete as of the date hereof, and will be true, correct and complete as of the Closing Date (unless specifically made as of another date), except as specified to the contrary in the corresponding paragraph of the Disclosure Schedule prepared by the Purchaser accompanying this Agreement (the "PURCHASER DISCLOSURE SCHEDULE") which is made a part hereof. The Purchaser Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Article III.
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REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE MERGER SUB. The Purchaser and the Merger Sub represent and warrant to the Company that each of the statements contained in this ARTICLE 3 is true and correct and will be true and correct as of the Closing Date:
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REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE MERGER SUB. The Purchaser and the Merger Sub represent and warrant to the Sellers and the Company that, except as set forth in the Disclosure Schedules; provided, any information set forth in any Schedule or incorporated in any Section of this Agreement shall be considered to have been set forth in each other Schedule and shall be deemed to modify the representations and warranties in this Article V, in each case, if the relevance of the disclosure set forth in such Schedule is reasonably apparent on the face of such disclosure:
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Related to REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE MERGER SUB

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

  • REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB Purchaser and Merger Sub hereby represent and warrant to the Company 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 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 BUYER AND MERGER SUB Buyer and Merger Sub jointly and severally represent and warrant to the Company 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 SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

  • REPRESENTATIONS AND WARRANTIES OF BUYER AND PARENT Each of Buyer and Parent represents and warrants with respect to itself to Sellers as follows:

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

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

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