Second Closing Representations of Aduromed, GDI and the Surviving Entity Sample Clauses

Second Closing Representations of Aduromed, GDI and the Surviving Entity. For the purposes of this Amended and Restated Purchase Agreement, the phrase "to the Company's knowledge" shall include facts, events or circumstances that are actually known by, or should have reasonably been known (after reasonable investigation) by, the Chief Executive Officer or Chief Financial Officer of the any of the Companies. Except as disclosed in the First Cosing Disclosure Schedule or the Second Closing Disclosure Schedule attached as Exhibit N hereto (the "Second Closing Disclosure Schedule"), which Second Closing Disclosure Schedule makes explicit reference to the particular representation or warranty as to which exception is taken (provided, that matters disclosed in any particular part of the First Closing Disclosure Schedule or Second Closing Disclosure Schedule shall be deemed to have been disclosed in the other parts of the Second Closing Disclosure Schedule regardless of whether a specific cross reference is made provided the relevance of the disclosed information with respect to such other parts would be reasonably apparent, to a person experienced in corporate dealings of the nature encompassed by this Amended and Restated Purchase Agreement and the Second Closing Related Agreements, from the information disclosed), which exceptions shall be deemed to be part of the representations and warranties made hereunder, each of Aduromed, GDI and the Surviving Entity, jointly and severally, hereby represents and warrants, as of the date of this Amended and Restated Purchase Agreement and as of the Second Closing Date, to the Purchasers as follows:
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Related to Second Closing Representations of Aduromed, GDI and the Surviving Entity

  • 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 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 STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8

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

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant 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 PARENT AND THE PURCHASER Parent and the Purchaser represent and warrant to the Company as follows:

  • 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 BUYER AND PARENT Each of Buyer and Parent represents and warrants with respect to itself to Sellers as follows:

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