Representations and Warranties of Xxxxxx and the Stockholders Sample Clauses

Representations and Warranties of Xxxxxx and the Stockholders. Except as set forth on Xxxxxx'x disclosure schedule attached hereto (the "Xxxxxx Disclosure Schedule"), each of the Stockholders severally represent and warrant as to Sections 7(a), (b), (c), (d), (f), (g), (h) and (j) and each of Xxxxxx and the Stockholders (except for Dubofsky and Xxxxxx), jointly and severally, that as of the date hereof:
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Representations and Warranties of Xxxxxx and the Stockholders. As an inducement to Unidigital and Sub to enter into this Agreement, Xxxxxx and the Stockholders hereby make, jointly and severally, as of the Closing Date, the following representations and warranties to Unidigital and Sub, except as otherwise set forth in written disclosure schedules (the "Schedules") delivered to Unidigital and Sub prior to the Closing Date, a copy of which is attached hereto. The Schedules are numbered to correspond to the various sections of this Article 3 setting forth certain exceptions to the representations and warranties contained in this Article 3 and certain other information called for by this Agreement.
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Representations and Warranties of Xxxxxx and the Stockholders. Xxxxxx (with respect to himself) and each Stockholder (with respect to itself) hereby represents and warrants as follows:
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Related to Representations and Warranties of Xxxxxx and the Stockholders

  • 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 Stockholders Each Stockholder hereby represents and warrants to Parent 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 PARENT AND THE PURCHASER Parent and the Purchaser represent and warrant to the Company as follows:

  • Representations and Warranties of the Stockholder The Stockholder hereby represents and warrants to the Company 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 SHAREHOLDERS Each Shareholder hereby represents and warrants to the Company as follows:

  • 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 SHAREHOLDERS The Shareholders, individually and separately, represent and warrant as follows:

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

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