REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANIES AND THE PURCHASED SUBSIDIARIES Sample Clauses

REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANIES AND THE PURCHASED SUBSIDIARIES. Except as disclosed in the Disclosure Schedule, Seller hereby represents and warrants to Buyer as follows:
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REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANIES AND THE PURCHASED SUBSIDIARIES. Section 4.1 Organization of the Companies and the Purchased Subsidiaries 31 Section 4.2 No Conflict; Regulatory Approvals 31 Section 4.3 Capitalization of the Companies and the Purchased Subsidiaries 32 Section 4.4 Real Property 33 Section 4.5 No Employees 33 Section 4.6 Contracts 33 Section 4.7 Litigation 34 Section 4.8 Environmental Matters 34 Section 4.9 Legal Compliance 35 Section 4.10 Permits 35 Section 4.11 Tax Matters 35 Section 4.12 No Other Operations 36 Section 5.1 Organization of Buyer 36 Section 5.2 Authorization; Enforceability 36 Section 5.3 No Conflict 36 Section 5.4 Litigation 37 Section 5.5 Brokers’ Fees 37 Section 5.6 Financial Ability 37 Section 5.7 Investment Representation 37
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Related to REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANIES AND THE PURCHASED SUBSIDIARIES

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

  • 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 Company and the Operating Partnership The Company and the Operating Partnership hereby jointly and severally represent, warrant and covenant to each Underwriter, as of the date of this Agreement, as of the First Closing Date (as hereinafter defined) and as of each Option Closing Date (as hereinafter defined), if any, 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 by the Company and the Operating Partnership Each of the Company and the Operating Partnership, jointly and severally, represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, 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 SELLER PARTIES Each Seller Party hereby jointly and severally represents and warrants to the Purchasers as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER Parent and Purchaser represent and warrant 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 THE COMPANY AND THE STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8

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