REPRESENTATIONS AND WARRANTIES OF THE SELLER GROUP Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE SELLER GROUP. The Company and the Members, jointly and severally, hereby represent and warrant to the Parent and the Buyer, subject to such exceptions as are specifically disclosed in the disclosure schedule (referencing the appropriate section numbers) supplied by the Company and the Members to the Parent and the Buyer (including the Schedules referenced below in this Article 2, the “Disclosure Schedule”) and dated as of the date hereof, as set forth below.
Sample 1Sample 2See All (5)
AutoNDA by SimpleDocs
REPRESENTATIONS AND WARRANTIES OF THE SELLER GROUP. Each member of the Seller Group hereby jointly and severally represents and warrants to the Purchaser as of the date hereof as follows:
Sample 1Sample 2Sample 3See All (4)
REPRESENTATIONS AND WARRANTIES OF THE SELLER GROUP. Each member of the Seller Group, jointly and severally, hereby represents and warrants to the Purchaser, except as set forth in the Schedules to this Agreement, that the following representations and warranties are true and correct, as of the date hereof, and will be, as of the Closing Date, true and correct, except as set forth on the Schedules attached hereto and made a part hereof:
Sample 1
REPRESENTATIONS AND WARRANTIES OF THE SELLER GROUP. The Seller and Seller's Parent hereby jointly and severally represent and warrant to the Company as follows: (a) Each of the Seller and Seller's Parent is a corporation duly organized and validly existing under the laws of the State of Wisconsin and has filed its most recent required annual report and has not filed articles of dissolution. Each of the Seller and the Seller's Parent has the full corporate power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated by this Agreement, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby. (b) This Agreement has been duly and validly authorized, executed and delivered by each of the Seller and the Seller's Parent, and constitutes a valid and binding obligation of each of the Seller and the Seller's Parent, enforceable in accordance with its terms. (c) The Seller has complete and unrestricted power and the unqualified right to sell, assign, transfer and deliver the Shares to the Company. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, by each of the Seller and the Seller's Parent do not require any authorization, consent, waiver, approval, exemption, permit or order of or other action by, or notice or declaration to, or filing with, any governmental agency or organization, under any law applicable to the Seller or the Seller's Parent, as appropriate, or any of their respective assets, or of, by or with any other Person (as hereinafter defined), except for (i) notification to the Office of the Commissioner of Insurance of the State of Wisconsin with respect to the repurchase of the Shares by the Company from the Seller, (ii) any filings required to be made under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any regulations promulgated thereunder, and (iii) where the failure to obtain such authorization, consent, waiver, approval, exemption, permit or order or to make such notice or declaration or filing would not adversely affect the ability of the Seller and the Seller's Parent to consummate or perform the transactions contemplated by this Agreement. As used in this Agreement, the term "Person" means an individual, a corporation, a company, a limited liability company, a partnership, a governmental agency or body, an assoc...
Sample 1Sample 2
REPRESENTATIONS AND WARRANTIES OF THE SELLER GROUP. Except as disclosed in the corresponding sections or subsections of the Seller Disclosure Schedule (it being agreed that disclosure of any item in any section or subsection of the Seller Disclosure Schedule shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent), each member of the Seller Group, jointly and severally, represents and warrants to Parent, Merger Sub I and Merger Sub II as follows:
Sample 1Sample 2
REPRESENTATIONS AND WARRANTIES OF THE SELLER GROUP. 11 5.1 Organization, Power, Authority and Good Standing............................................. 11 5.2 Authority; Authorization, Execution and Delivery; Enforceability; No Conflict................ 11 5.3 Consents..................................................................................... 12 5.4 Capitalization............................................................................... 12 5.5
Sample 1
REPRESENTATIONS AND WARRANTIES OF THE SELLER GROUP. Each of the Company, Holdco and the APG Subs (collectively referred to for purposes of this Article 2 as the "Seller Group") hereby jointly and severally represent and warrant to the APG Buyer, subject to such exceptions as are specifically disclosed in the disclosure schedule (referencing the appropriate section and paragraph numbers of this Agreement) supplied by the Seller Group to the APG Buyer (the "Disclosure Schedule") and Section 2.13 of this Agreement and dated as of the date hereof, on and at the date hereof, as follows:
Sample 1
AutoNDA by SimpleDocs
REPRESENTATIONS AND WARRANTIES OF THE SELLER GROUP. The Seller Group hereby represents and warrants to the Buyer Group, as of the date of this Agreement, that except as set forth in the Business Disclosure Schedule provided by the Seller Group to the Buyer Group on the date hereof (the “Business Disclosure Schedule”) (as to which the Buyer Group acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of the Business Disclosure Schedule shall be deemed disclosed for all other purposes of the Business Disclosure Schedule as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable to such other section, subsection, paragraph or subparagraph of the Business Disclosure Schedule):
Sample 1
REPRESENTATIONS AND WARRANTIES OF THE SELLER GROUP. Seller, Shareholder, Parent and Higashi hereby jointly and severally represent and warrant to, and covenant with, Buyer as follows:
Sample 1
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!