Representations, Warranties and Covenants of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, represents, warrants and covenants to each Underwriter that:
Representations, Warranties and Covenants of the Selling Stockholders. Each Selling Stockholder severally represents, warrants and covenants to and with the Company with respect to himself, as follows:
Representations, Warranties and Covenants of the Selling Stockholders. (a) Each of the Selling Stockholders represents and warrants to, and agrees with, the several Underwriters that:
Representations, Warranties and Covenants of the Selling Stockholders. Other than the representations and warranties of the Selling Stockholders set forth in Section 4.1 and Section 4.4 (the “Selling Stockholder Fundamental Representations”), each of the representations and warranties of the Selling Stockholders contained in this Agreement shall be true and correct in all respects (without giving effect to any limitation as to “materiality” or any similar limitation set forth therein) as of the date of this Agreement and as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties speak as of an earlier date in which case as of such earlier date) except in all cases where the failure of such representations and warranties to be so true and correct has not and would not reasonably be expected to impair in any material respect the consummation of the Selling Stockholders’ obligations hereunder. Each of the Selling Stockholder Fundamental Representations shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties speak as of an earlier date in which case as of such earlier date). Each of the covenants and agreements of the Selling Stockholders to be performed on or prior to the Closing shall have been duly performed in all material respects.
Representations, Warranties and Covenants of the Selling Stockholders. (i) The Pritzker Foundation represents and warrants and agrees with the Company and the Underwriters that:
Representations, Warranties and Covenants of the Selling Stockholders. Each of the Selling Stockholders, severally and not jointly, represents and warrants to the Company that the representations and warranties of the Selling Stockholders set forth in Section 1(b) of the Underwriting Agreement are true and correct as to such Selling Stockholder as of the date of this Agreement and will be true and correct as to such Selling Stockholder as of each Time of Delivery, unless written notice of any exceptions to such representations and warranties is given by such Selling Stockholder to the Company prior to the date of the applicable Time of Delivery. Each of the Selling Stockholders, severally and not jointly, covenants and agrees with the Company that it will perform and comply with its covenants set forth in Section 1(b) of the Underwriting Agreement.
Representations, Warranties and Covenants of the Selling Stockholders. (a) Each Selling Stockholder severally represents and warrants to, and agrees with, the Company and you that:
Representations, Warranties and Covenants of the Selling Stockholders. (a) Each of the Selling Stockholders severally represents and warrants to, and agrees with, the several Underwriters that: (i) Such Selling Stockholder has, and on the First Closing Date hereinafter mentioned will have, good and valid title to the Common Shares proposed to be sold by such Selling Stockholder hereunder on such Closing Date and full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver such Common Shares hereunder, free and clear of all voting trust arrangements, liens, encumbrances, equities, security interests, restrictions and claims whatsoever other than pursuant to the Stockholders Agreement (as defined in paragraph (ii) below); and upon delivery of and payment for such Common Shares hereunder in accordance with the terms and conditions of this Agreement, the Underwriters will acquire good and valid title thereto, free and clear of all liens, encumbrances, equities, claims, restrictions, security interests, voting trusts or other defects of title whatsoever, other than any of the foregoing created by or through the Underwriters. (ii) Such Selling Stockholder has executed and delivered a Power of Attorney and caused to be executed and delivered on his or her behalf a Custody Agreement (hereinafter collectively referred to as the "Stockholders Agreement"), and in connection therewith such Selling Stockholder has deposited in custody, under the Stockholders Agreement, with the agent named therein (the "Agent") as custodian, certificates in negotiable form for the Common Shares to be sold hereunder by such Selling Stockholder, for the purpose of delivery pursuant to this Agreement. Such Selling Stockholder agrees that the Common Shares to be sold by such Selling Stockholder on deposit with the Agent are subject to the interests of the Company and the Underwriters under this Agreement, that the arrangements made for such custody are to that extent irrevocable, and that the obligations of such Selling Stockholder hereunder shall not be terminated, except as provided in this Agreement or in the Stockholders Agreement, by any act of such Selling Stockholder, by operation of law, by the death or incapacity of such Selling Stockholder or by the occurrence of any other event. If the Selling Stockholder should die or become incapacitated, or if any other event should occur, before the delivery of the Common Shares hereunder, the documents evidencing Common Shares then on deposit with the Agent shall be de...
Representations, Warranties and Covenants of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, hereby represents, warrants and covenants to the Placement Agents as of the date hereof, and as of the applicable Closing Date of each Offering, as follows:
Representations, Warranties and Covenants of the Selling Stockholders. (a) Xxxxxxxx represents and warrants to, and agrees with, the several Underwriters that he has, and on the First Closing Date and the Second Closing Date hereinafter mentioned, will have, good and marketable title to the Common Shares proposed to be sold by him hereunder on such Closing Date and full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver such Common Shares hereunder, free and clear of all voting trust arrangements, liens, encumbrances, equities, security interests, restrictions and claims whatsoever; and upon delivery of and payment for such Common Shares hereunder, the Underwriters will acquire good and marketable title thereto, free and clear of all liens, encumbrances, equities, claims, restrictions, security interests, voting trusts or other defects of title whatsoever.
