REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PARTNERS Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PARTNERS. The Seller and the Partners jointly and severally represent and warrant to the Buyer as follows:
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REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PARTNERS. 1The Warrantors severally and jointly represent and warrant to the Purchaser that each of the representations, warranties and statements contained in Schedule V (“Warranties”) is true and correct and not misleading as of the Execution Date and shall be true and correct on and as of the Closing Date.
Sample 1
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PARTNERS. Except as provided in the Disclosure Schedule delivered by the Seller to the Purchaser on the date of this Agreement, the Seller and the Partners, jointly and severally, hereby represent and warrant to the Purchaser as follows:
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REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PARTNERS. Except as otherwise set forth in the disclosure schedule delivered by the Seller to the Buyer concurrently with the execution of this Agreement (the "Seller Disclosure Schedule"), the Seller and the Partners jointly and severally represent and warrant to the Buyer as set forth below. Each exception set forth in the Seller Disclosure Schedule, and any other information included in the Seller Disclosure Schedule, is identified by reference to, or has been grouped under a heading referring to, a specific individual section or subsection of this Agreement (which grouping shall be for reference purposes only); any disclosure in the Seller Disclosure Schedule shall be deemed to be disclosed for the purpose of any section or subsection of this Agreement to which the applicability of such disclosure is reasonably apparent from such disclosure. Inclusion of any information in the Seller Disclosure Schedule shall not be construed as an admission that such information is material to the Seller or any of its Subsidiaries or was not entered into in the ordinary course of business.).
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REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PARTNERS. The Seller and the Partners hereby jointly and severally represent and warrant to the Purchaser and ProNet as follows (with the understanding that the Purchaser and ProNet are relying materially on each such representation and warranty in entering into and performing this Agreement):
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Related to REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PARTNERS

  • 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 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 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 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 Operating Partnership The Company and the Operating Partnership hereby jointly and severally represent, warrant and covenant to each Underwriter, as of the date of this Agreement, as of the First Closing Date (as hereinafter defined) and as of each Option Closing Date (as hereinafter defined), if any, 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 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 PARENT AND THE PURCHASER Parent and the Purchaser represent and warrant to the Company as follows:

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