REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE MEMBERS Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE MEMBERS. As of the Closing Date, each of the Seller and Member, jointly and severally, hereby represents and warrants to the Buyer as to the matters specified in this Article 3 (other than the investment representations in Sections 3.31 to 3.35, which are made by Seller only) subject to the exceptions disclosed in the disclosure schedules delivered by the Seller and the Member to the Buyer (the “Schedules”) concurrently with the execution and delivery of this Agreement. The sections of the Schedules are numbered to correspond to the applicable Section of this Agreement. The Schedules set forth, among other things, items the disclosure of which is necessary either in response to an express disclosure requirement contained in a section of this Agreement or as an exception to one or more representations or warranties contained in the corresponding section of this Article 3. Information or disclosures set forth in one section of the Schedules shall qualify other sections in this Agreement to the extent that it is readily apparent on its face that such information or disclosures apply to such other sections.
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REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE MEMBERS. The Seller and each Member, jointly and severally, represent and warrant to the Buyer that:
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REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE MEMBERS. As an inducement to the Purchaser and Parent to enter into this Agreement, the Seller and the Members represent and warrant to the Purchaser and the Parent as follows:
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REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE MEMBERS. As a material inducement to the Buyer to enter into this Agreement and consummate the transactions contemplated hereby, the Seller and the Members, jointly and severally, make to the Buyer the representations and warranties contained in this Section 5, which shall be true and correct as of the date hereof and as of the Closing Date.
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REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE MEMBERS. Except as otherwise set forth in the Disclosure Schedule to this Agreement, the Seller represents and warrants to the Buyer as follows:
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REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE MEMBERS. The Seller and the Members represent and warrant to the Buyer that the statements contained in this Section 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3), except as set forth in the disclosure schedule accompanying this Agreement and initialed by the Parties (the "Disclosure Schedule"). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 3:
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REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE MEMBERS. The Seller hereby represents and warrants to the Buyer that it is a limited liability company validly existing under the laws of the State of Wisconsin, it has all LLC power and authority to execute and deliver this Amendment and to consummate the transactions contemplated hereby, the execution and delivery of this Amendment and the performance of the transactions contemplated hereby have been duly authorized by the Seller and do not and will not, with or without the giving of notice or the passage of time, breach or violate the Seller’s Certificate of Formation or Operating Agreement, any law, rule, regulation, statute, order, judgment or decree or any contract, agreement, lease, license or instrument to which the Seller is a party or by which the Seller or its assets are bound or affected and this Amendment is a valid and binding agreement of the Seller enforceable in accordance with its terms, except that enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors rights generally and by general equitable principles. The Seller and the Members hereby further represent and warrant, severally and not jointly as to itself only, to the Buyer and to Nova as follows: Each of the Seller and the Members acknowledges that the shares of Nova Common Stock are restricted securities under the Securities Act of 1933, as amended (the “Securities Act”), and represents that it, to the extent it is acquiring shares of Nova Common Stock, (i) is acquiring the shares of Nova Common Stock for its own account without a view to distribution within the meaning of the Securities Act; (ii) has obtained or received from Nova its filings with the Securities and Exchange Commission and all other information that it has deemed necessary to make an informed investment decision with respect to an investment in Nova in general and the shares of Nova Common Stock in particular; (iii) is financially able to bear the economic risks of an investment in Nova; and (iv) has such knowledge and experience in financial and business matters in general and with respect to investments of a nature similar to the Nova Common Stock so as to be capable, by reason of such knowledge and experience, of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Nova Common Stock. Each of the Seller and the Members understands and agrees that the certificates evidencing the shares of Nova ...
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REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE MEMBERS. The Seller and the Members, jointly and severally, represent and warrant to the Buyer and the Parent that, except as set forth in the attached Disclosure Schedule, the statements contained in this Article III are true and correct as of the date of this Agreement and will be true and correct as of the Closing Date, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties will be true and correct as of such date). The Disclosure Schedule shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in this Article III and shall identify the specific exception(s) to which such disclosure relates. The disclosures in any section or subsection of the Disclosure Schedule shall not qualify as a disclosure in any other section or subsection in this Article III unless it is clear from a reading of the disclosure that such disclosure is applicable to such other section or subsection.
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REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE MEMBERS. The Seller and the Members hereby represent and warrant to the Purchaser as follows, as of the date hereof and the Closing Date:
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Related to REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE MEMBERS

  • 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 SELLER AND THE COMPANY Seller and the Company jointly and severally represent and warrant to the Purchaser that:

  • REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES Each Seller Party hereby represents and warrants to the Agent and the Purchasers, as to itself, as of the date hereof and as of the date of each Incremental Purchase and the date of each Reinvestment 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 the Company and the Selling Stockholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

  • 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 THE COMPANY AND THE STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8

  • Representations and Warranties of the Selling Stockholders Each of the Selling Stockholders severally and not jointly represents and warrants to each Underwriter and the Company that:

  • REPRESENTATIONS AND WARRANTIES OF THE SELLERS Each of the Sellers, jointly and severally, represents and warrants to the Buyer as follows:

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