Representations and Warranties of the Seller and the Stockholder Sample Clauses
The "Representations and Warranties of the Seller and the Stockholder" clause sets out the specific statements and assurances that the seller and, if applicable, the stockholder make to the buyer regarding the condition, ownership, and legal standing of the business or assets being sold. These representations may cover areas such as the accuracy of financial statements, absence of undisclosed liabilities, compliance with laws, and authority to enter into the transaction. By providing these assurances, the clause helps allocate risk between the parties and gives the buyer a basis for recourse if any of the statements prove to be false or misleading.
Representations and Warranties of the Seller and the Stockholder. Except as set forth in the disclosure schedule attached hereto as Schedule A (the "Disclosure Schedule"), the Seller represents and warrants and, with respect to subsections (a) through (d) only, the Seller and the Stockholder, jointly and severally, represent and warrant to the Buyer as follows:
Representations and Warranties of the Seller and the Stockholder. The Seller and Stockholder, jointly and severally represent and warrant to the Buyer that:
Representations and Warranties of the Seller and the Stockholder. In connection with the sale of the Assets to the Buyer, and except as set forth in the Seller/Stockholder Exception Schedule attached hereto at Schedule 4, the Seller and the Stockholder hereby jointly and severally represent and warrant to the Buyer as follows:
Representations and Warranties of the Seller and the Stockholder. The Seller and the Stockholder, jointly and severally, hereby make the following representations and warranties to the Purchaser, each of which is true and correct on the date hereof, and shall remain true and correct to and including the Closing Date:
Representations and Warranties of the Seller and the Stockholder. The ---------------------------------------------------------------- Seller and the Stockholder jointly and severally 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, unless a date is specified in such representation and warranty, 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).
Representations and Warranties of the Seller and the Stockholder. 4.1 Organization and Good Standing 20 4.2 Power and Authority 20 4.3 Organizational Documents 21 4.4 No Violation 21
Representations and Warranties of the Seller and the Stockholder. The Seller and the Stockholder jointly and severally represent and warrant to the Buyer that the statements contained in this Article III are correct and complete as of the date of this Agreement, except as set forth in the disclosure schedule attached to this Agreement (the "Disclosure Schedule"). The Disclosure Schedule will be arranged in sections corresponding to the numbered sections contained in this Article III.
Representations and Warranties of the Seller and the Stockholder. The Seller and the Stockholder hereby jointly and severally represent and warrant to the Purchaser as follows, except as set forth on the Disclosure Schedule attached hereto and made a part hereof, each of which exception shall specifically identify and be limited to the relevant subsection hereof to which it relates and shall be deemed to be a representation and warranty as if made hereunder (the "Disclosure Schedule"):
Representations and Warranties of the Seller and the Stockholder. The Seller and the Stockholder hereby represent and warrant to the Purchaser (which representations and warranties constitute the basis upon which the Purchaser has been induced to enter into and perform this Agreement) as of the date hereof and as of the Closing Date as follows: Disclosure under any schedule shall constitute disclosure under all schedules without the need for cross-reference if, but only if, the substance and relevance of the disclosure as it relates to the representation and corresponding schedule with respect to which it is deemed to have been made is evident from the substance of the disclosure in the context in which it is actually made.
Representations and Warranties of the Seller and the Stockholder. The Seller and the Stockholder hereby jointly and severally represent and warrant to the Buyer that the following statements are true and correct, except as disclosed on Schedule 3.1 attached hereto.