REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE PRINCIPALS Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE PRINCIPALS. The Sellers and Principals, jointly and severally, represent and warrant to Buyer that each of the following is true and correct in all material respects as of the date of this Agreement, except to the extent identified in disclosure schedules attached to or accompanying this Agreement (the “Disclosure Schedules”):
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REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE PRINCIPALS. The Sellers and the Principals, jointly and severally, hereby represent and warrant to the Purchaser, to the best of their knowledge and belief, as follows:
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REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE PRINCIPALS. The Sellers, jointly and severally, represent and warrant to Buyer as follows:
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REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE PRINCIPALS. Subject to Section 1.15, each Seller and Principal severally represents and warrants to the Buyer as set out in the following Subsections of this Section and acknowledges that the Buyer is relying upon such representations and warranties in entering into this Agreement.
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REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE PRINCIPALS. The Sellers and Xxxxxx X. Xxxxx 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"). M.
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REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE PRINCIPALS. Other than with respect to representations and warranties in Section 5.23, which are made by The Xxxxxxxx XXXX only, each of the Sellers and each of the Principals, jointly and severally, hereby represents and warrants to the Purchaser that, except as set forth on the Disclosure Schedules attached hereto as Exhibit A, which exceptions shall be deemed to be part of, and qualifications to, the representations and warranties made hereunder, the following representations and warranties are true and complete as of the Execution Date and as of the Closing Date. The Disclosure Schedules shall be arranged in schedules corresponding to the sections contained in this Article V, and any disclosure made in any section of the Disclosure Schedules shall qualify other sections in this Article V only if such schedules specifically refer to such other sections of this Article V or their corresponding schedules in the Disclosure Schedules.
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REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE PRINCIPALS. The Sellers and the Principals, jointly and severally, represent and warrant to the Buyer as follows:
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REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE PRINCIPALS. In order to induce Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, each of the Sellers and the Principals, represent and warrant to Buyer that each of the following statements is true and correct as of the date hereof, and with respect to representations and warranties that speak as of a subsequent date, such representations and warranties will also be true and correct in all material respects as of such date. Each of the Sellers and the Principals acknowledge that the following representations and warranties are an essential inducement to Buyer's decision to enter into this Agreement and to consummate the transactions contemplated hereby and that any breach thereof shall be deemed to be a material breach of this Agreement (provided, however, that Buyer shall notify Sellers in writing of any such breach and the amount of Damages (as defined in Section 6.1) claimed as a result of such breach, and Sellers shall have fifteen (15) days to dispute such breach, during which time, any payment obligations of the Buyer (to the extent of the Damages claimed) under this Agreement or the Management Employment Agreements shall be tolled):
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REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE PRINCIPALS. Sellers and each Principal, jointly and severally, hereby represent and warrant to Purchaser as of the date hereof the following with the understanding that each of the representations and warranties are material and have been relied on by Purchaser in connection herewith:
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Related to REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE PRINCIPALS

  • 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 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 Company and the Selling Stockholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER Parent and the Purchaser represent and warrant to the Company as follows:

  • Representations and Warranties of the Seller The Seller hereby represents and warrants to the Purchaser as follows:

  • Representations and Warranties of the Purchasers Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):

  • 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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