REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE SELLER PARENT Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE SELLER PARENT. Except as set forth in the Disclosure Schedules prepared by the Seller and the Seller Parent and delivered by the Seller and the Seller Parent to the Buyer prior to the execution and delivery of this Agreement and attached hereto (the "SELLER DISCLOSURE SCHEDULE") (each of which disclosures shall indicate the Section and, if applicable, the Subsection of this Article III to which it relates and each of which disclosures shall also be deemed to be representations and warranties made by the Seller and the Seller Parent to the Buyer under this Article III), the Seller and the Seller Parent, jointly and severally, represent and warrant to the Buyer as follows:
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REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE SELLER PARENT. The Seller and the Seller Parent jointly and severally represent and warrant to the Purchaser and the Purchaser Parent that the representations and warranties contained in this Article 5 are true and accurate as of the date hereof, and will be true and accurate as at the Closing Date, in each case, or such other date that is specifically provided in this Article 5. Disclosures made in the Schedules referred to in this Article 5 in respect of any specific representation and warranty shall be deemed an exception to other representations and warranties under this Agreement, even if not specifically referenced therein, if and to the extent that the same constitutes a Fair Disclosure to a Representation and Warranty in respect of such other representations and warranties. The Seller Parent and the Seller shall be permitted to update the Schedules referred to in this Article 5 to reflect only events occurring after the date hereof but prior to the Closing Date, by delivery of such updated Schedule to the Purchaser Parent at least three (3) Business Days prior to the Closing Date. Any such updated Schedule referred to in this Article 5 shall be for information purposes only and shall thus be disregarded (i) for the purposes of determining the accuracy of the underlying representations and warranties for the purposes of Section 7.1(i) hereof, and (ii) for the purposes of determining the satisfaction of the condition precedent in Section 4.2(iii). Notwithstanding the foregoing, if (x) prior to the Closing Date the Seller or the Seller Parent shall deliver to the Purchaser an updated Schedule together with notice that in the Seller Parent's reasoned and good faith opinion the events disclosed in such updated Schedule constitute a Material Adverse Effect and (y) nevertheless, the Purchaser and the Purchaser Parent pursue and consummate the Closing, then such updated Schedule shall not be so disregarded as provided in sub-paragraph (i) above and thus the facts set forth in such updated Schedule shall be deemed to be disclosed in connection with the relevant representation(s) and warranty(ies) set forth in Article 5 for the purposes of Section 7.1(i) hereof. For the avoidance of doubt, all representations and warranties set forth in this Article 5 with respect to the Group Companies (or any Group Company) shall apply to Socla GmbH and/or bar-pneumatische Steuerungssysteme GmbH, as the successor in interest of Socla GmbH. 5.1 The Seller, the Seller Parent and the Asset ...
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REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE SELLER PARENT. The Seller, with respect to the Seller and any Person other than the Seller Parent, represents and warrants to the Purchaser as set forth in Sections 4.1(a) through 4.1(w) and the Seller Parent, only with respect to the Seller Parent, separately and not jointly with the Seller or any other Person, represents and warrants to the Purchaser as set forth in Sections 4.1(a) through 4.1(w) (it being agreed by the Parties that the words "separately, and not jointly" mean that only the Seller and not the Seller Parent is responsible to the Purchaser for the representations and warranties pertaining to any Person other than the Seller Parent, and that only the Seller Parent (and not the Seller) is responsible to the Purchaser for the representations and warranties pertaining to the Seller Parent): a. each of the Seller, the Seller Parent and each Adviser is duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation, with (i) full corporate power and authority and all Governmental Authorizations and Private Authorizations necessary to execute and deliver and to perform its obligations under the Program Documents to which it is a party, with such exceptions, if any, as could not and will not give rise to an Adverse Effect and (ii) all Governmental Authorizations and Private Authorizations necessary to conduct the business in which it is now engaged with such exceptions, if any, as could not and will not give rise to an Adverse Effect; b. each of the Seller, the Seller Parent and each Adviser is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its business or the performance of its obligations under this Agreement and the other Program Documents to which it is a party requires such qualification except where the failure to be so qualified will not give rise to an Adverse Effect; c. the execution, delivery and performance by each of the Seller, the Seller Parent and each Adviser, as applicable, of this Agreement, the other Program Documents to which it is a party and the other instruments and agreements contemplated hereby or thereby have been duly authorized by all requisite corporate action and have been duly executed and delivered by it and constitute the legal, valid and binding obligations enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy laws and any...
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REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE SELLER PARENT. Each Seller Constituent and the Seller Parent, jointly and severally, represents and warrants to the Buyer as follows:
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Related to REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE SELLER PARENT

  • 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 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 Stockholders (a) The Company represents and warrants to, and agrees with, the several Underwriters 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 SELLERS Each of the Sellers, jointly and severally, represents and warrants to the Buyer as follows:

  • 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 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 Seller The Seller hereby represents and warrants to the Purchaser 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 Selling Stockholders Each of the Selling Stockholders severally and not jointly represents and warrants to each Underwriter and the Company that:

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