Representations, Warranties and Covenants of Shareholders Sample Clauses

Representations, Warranties and Covenants of Shareholders. Each --------------------------------------------------------- Shareholder represents, warrants and covenants as follows:
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Representations, Warranties and Covenants of Shareholders. Each Shareholder represents and warrants to each other Shareholder and the Company as follows:
Representations, Warranties and Covenants of Shareholders. Each Shareholder, severally and not jointly, hereby represents, warrants and covenants to Valley Forge and Synergetics the following:
Representations, Warranties and Covenants of Shareholders. Each Shareholder understands that the representations and warranties and covenants of the Shareholders set forth herein will be relied upon by Issuer, its counsel and accounting firm. Each Shareholder represents, warrants and covenants as follows: 3.1 Such Shareholder has full power and authority to execute this Agreement, to make the representations and warranties and covenants herein contained and to perform such Shareholder's obligations hereunder. 3.2 Such Shareholder is acquiring the Shares solely for such Shareholder's own account, for investment and not with a view to any resale or other distribution thereof in violation of the Securities Act. 3.3 Such Shareholder acknowledges and understands that the terms of this Agreement and the transactions contemplated by this Agreement have not been reviewed by the Securities and Exchange Commission ("SEC") or by any state securities authorities, that the Shares have not been registered under the Securities Act, any state securities law or registered or qualified under any other securities laws, based on, among other factors, that no distribution or public offering has been effected and the Shares will be issued by Issuer in connection with a transaction that does not involve any public offering within the meaning of Section 4(2) of the Securities Act. Such Shareholder understands that Issuer is relying on such Shareholder's representations as set forth herein for purposes of claiming such exemption, including the bona fide nature of each such Shareholder's investment intent as expressed above. Such Shareholder acknowledges that, except as is set forth in Section 7 of this Agreement, Issuer is under no obligation to register the Shares under the Securities Act. As a result, unless an exemption from such registration is then available, such Shareholder must hold the Shares until such time as Issuer has registered the Shares for resale under the Securities Act and qualified the Shares for resale under applicable state securities laws. 3.4 Such Shareholder is familiar with Regulation D promulgated under the Securities Act and is an "accredited investor" as defined in Rule 501(a) of such Regulation D. Such Shareholder acknowledges that the Shares are volatile securities that involve a high degree of risk. Such Shareholder represents that it is capable of determining what documents and information are necessary to evaluate an investment in the Shares, and has the capacity to protect its own interests in connection...
Representations, Warranties and Covenants of Shareholders. The representations and warranties contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date except for representations and warranties that speak as of a specific date or time prior to the date hereof (which need only be true and correct in all material respects as of such date or time); provided, however, that if such representation and warranty is already qualified as to materiality or Material Adverse Effect it shall be true and correct, the covenants and agreements of each Shareholder or the Representative to be performed on or before the Closing Date in accordance with this Agreement shall have been duly performed in all material respects, and Buyer shall have received at the Closing a certificate to that effect dated the Closing Date and validly executed by the Representative on behalf of the Company and each Shareholder and a certificate certifying the organizational documents of the Company and each of its active Subsidiaries and the Board resolutions of the Company approving this Agreement and the transactions contemplated hereby.
Representations, Warranties and Covenants of Shareholders. The Shareholders jointly and severally represent, warrant and covenant to Rock that: (a) The Shareholders have duly and timely filed, or will duly and timely file, their personal income tax returns for each period with or within which ends any taxable year of Rock included in the S period ("Shareholder Tax Returns"). (b) The Shareholders have duly included, or will duly include, in their Shareholder Tax Returns their respective shares of Rock's taxable income from all sources through and including the last business day of the S Period (the "S Corporation Taxable Income"). (c) There are no audits, inquiries, investigations or examinations relating to any of the Shareholder Tax Returns pending, and there are no claims which have been asserted relating to any of the Shareholder Tax Returns which, if determined adversely, would result in the assertion by the Internal Revenue Service, Michigan Department of Treasury or any other tax authority or agency of any income tax ("Tax") deficiency against Rock. (d) To the extent that the amount distributed to them pursuant to Section 1(a) above exceeds the amount of Rock's accumulated adjustments account as determined pursuant to Section 1(b) above (but without taking into account the distribution pursuant to Section 1(a) above), the Shareholders shall promptly remit the difference to Rock.
Representations, Warranties and Covenants of Shareholders. The Shareholders, jointly and severally, represent, warrant and covenant to Holdings and CBI that: (a) The Shareholders have duly and timely filed, or will duly and timely file, their personal income tax returns for each period with or within which ends any taxable year of the Company included in the S period ("SHAREHOLDER TAX RETURNS"). (b) The Shareholders have duly included, or will duly include, in their Shareholder Tax Returns their respective shares of the Company's items of income gain, profit, loss, deduction and credit from all sources through and including the last business day of the S Period (the "S CORPORATION TAXABLE INCOME"). Each Shareholder agrees to pay any and all taxes attributable to his or her allocable share of S Corporation Taxable Income. (c) There are no audits, inquiries, investigations or examinations relating to any of the Shareholder Tax Returns pending, and there are no claims which have been asserted relating to any of the Shareholder Tax Returns which, if determined adversely, would result in the assertion by the Internal Revenue Service or any other state or local tax authority or agency of any income tax ("Tax") deficiency against Holdings. (d) To the extent that the amount distributed to the Shareholders pursuant to Section 1(a) above exceeds the amount of the Company's accumulated adjustments account as determined pursuant to Section 1(b) above (but without taking into account the distribution pursuant to Section 1(a) above), the Shareholders shall promptly remit the difference to CBI.
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Representations, Warranties and Covenants of Shareholders. As an inducement to, and to obtain the reliance of, Lazarus and the Shareholders represent, warrant, and covenant to Lazarus as follows:
Representations, Warranties and Covenants of Shareholders. Each Shareholder represents and warrants to, and agrees with, the other Shareholders as follows: (a) this Agreement (or, if applicable, a Voting Agreement Supplement) has been duly executed and delivered by such Shareholder and constitutes a valid and legally binding obligation of such Shareholder enforceable in accordance with its terms; (b) such Shareholder is not subject to or obligated under any provision of (i) any contract, (ii) any license, franchise or permit or (iii) any law, regulation, order, judgment or decree that would be breached or violated by the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (c) no authorization, consent or approval of, or any filing with, any public body or authority is necessary for consummation by such Shareholder of the transactions contemplated by this Agreement; (d) as of the Effective Time, the Subject Shares beneficially owned by such Shareholder consist of the number of shares of New Common Stock set forth opposite such Shareholder's name on Schedule 1; and (e) as of the Effective Time, such Shareholder has, and such Shareholder will have at all times up to the termination of this Agreement, the unrestricted power to vote his or her Subject Shares and good and marketable title to such Subject Shares free and clear of all claims, liens, charges, encumbrances and security interests.
Representations, Warranties and Covenants of Shareholders 
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