REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF COMPANY AND STOCKHOLDERS Sample Clauses

REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF COMPANY AND STOCKHOLDERS. Company and each Stockholder, jointly and severally represent, warrant, covenant and agree (i) that all of the following representations and warranties in this Section 6 are materially true at the date of this Agreement and, subject to Section 9.7, shall be materially true at the Closing Date and (ii) that all of the covenants and agreements in this Section 6 shall be materially complied with or performed at and as of the Closing Date. For purposes of this Section 6, the term "Company" shall mean and refer to Company and all of its Subsidiaries, if any.
Sample 1Sample 2Sample 3See All (6)
AutoNDA by SimpleDocs
REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF COMPANY AND STOCKHOLDERS. Company and Stockholders, jointly and severally, represent, warrant, covenant and agree (i) that all of the following representations and warranties in this Section 4 are true at the date of this Agreement and, subject to Section 7.6, shall be true at the Closing Date and (ii) that all of the covenants and agreements in this Section 4 shall be materially complied with or performed at and as of the Closing Date. None of the representations, warranties, covenants and agreements set forth in this Section 4 shall survive the Closing Date. For purposes of this Section 4, the term Company shall mean and refer to Company and all of its Subsidiaries, if any.
Sample 1Sample 2
REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF COMPANY AND STOCKHOLDERS. Company and each Stockholder, severally and not jointly, represent, warrant, covenant and agree (i) that all of the following representations and warranties in this Section 6 are true at the date of the Original Agreement (except as otherwise expressly noted) and, subject to Section 9.7, shall be true at the Closing Date and (ii) that all of the covenants and agreements in this Section 6 shall be materially complied with or performed at and as of the Closing Date. None of the representations and warranties set forth in this Section 6 shall survive the Closing Date. For purposes of this Section 6, the term "Company" shall mean and refer to Company and all of its Subsidiaries, if any.
Sample 1
REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF COMPANY AND STOCKHOLDERS. Company and each Stockholder, jointly and severally represent, warrant, covenant and agree (i) that all of the following representations and warranties in this Section 6 are materially true at the date of this Agreement and, subject to Section 9.7, shall be materially true at the Closing Date and (ii) that all of the covenants and agreements in this Section 6 shall be materially complied with or performed at and as of the Closing Date.
Sample 1
REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF COMPANY AND STOCKHOLDERS. Company and each Stockholder that is not a New Stockholder, severally and not jointly, represent, warrant, covenant and agree (i) that all of the following representations and warranties in this Section 6 are true at the date of this Agreement and, subject to Section 9.7, shall be true at the Closing Date, (ii) that all of the covenants and agreements in this Section 6 shall be materially complied with or performed at and as of the Closing Date. None of the representations, warranties, covenants and agreements set forth in this Section 6 shall survive the Closing Date. For purposes of this Section 6, the term "Company" shall mean and refer to Company and all of its Subsidiaries, if any.
Sample 1

Related to REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF COMPANY AND STOCKHOLDERS

  • Representations, Warranties, Covenants and Agreements of the Company The Company represents and warrants to, and covenants and agrees with, the Secured Party as follows:

  • Representations, Warranties, Covenants and Agreements The representations and warranties contained in the Loan Documents and in any certificates delivered to Lender in connection with the closing shall be true and correct in all material respects, and all covenants and agreements required to have been complied with and performed by Borrower shall have been fully complied with and performed to the satisfaction of Lender.

  • Representations, Warranties, Covenants and Agreements of the Debtors Except as set forth under the corresponding section of the disclosure schedules delivered to the Secured Parties concurrently herewith (the “Disclosure Schedules”), which Disclosure Schedules shall be deemed a part hereof, each Debtor represents and warrants to, and covenants and agrees with, the Secured Parties as follows:

  • Representations, Warranties and Agreements of the Partnership Parties The Partnership Parties represent, warrant and agree that:

  • Survival of Representations, Warranties, Covenants and Agreements The representations and warranties made by Sellers and, prior to the Closing, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof).

  • Non-Survival of Representations, Warranties, Covenants and Agreements None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and agreements, shall survive the Effective Time, except for (i) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time and (ii) this Article IX.

  • Representations, Warranties and Agreements of the Selling Stockholders Each Selling Stockholder, severally and not jointly, represents, warrants and agrees that:

  • Representations, Warranties and Agreements of the Purchaser The Purchaser hereby represents and warrants to, and agrees with, the Company as follows:

  • Representations, Warranties, Covenants and Agreements to Survive Delivery All representations, warranties, covenants and agreements of the Company, the Selling Stockholders and the Underwriters herein or in certificates delivered pursuant hereto, and the indemnity and contribution agreements contained in Section 8 hereof shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any person controlling any Underwriter within the meaning of the Act or the Exchange Act, or by or on behalf of the Company or any Selling Stockholder, or any of their officers, directors or controlling persons within the meaning of the Act or the Exchange Act, and shall survive the delivery of the Shares to the several Underwriters hereunder or termination of this Agreement.

  • Representations, Warranties and Agreements of the Company The Company represents, warrants and agrees that:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!