The Stockholders' Representations Sample Clauses

The Stockholders' Representations. All representations and warranties and all covenants of the Stockholders contained in this Agreement will remain operative and in full force and effect, regardless of any investigation made by or on behalf of the parties to this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the expiration of the second (2nd) anniversary of the final Closing, and, thereafter, to the extent a claim is made prior to such expiration with respect to any breach of such representation, warranty or covenant, until the resolution of such claim, provided, however, that the representations and warranties of the Stockholders contained in Article 2, above, but not covenants in such Article 2, will remain operative and in full force and effect, regardless of any investigation made by or on behalf of the parties to this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the expiration of the first (1st) anniversary of the final Closing, and, thereafter, to the extent a claim is made prior to such expiration with respect to any breach of such representation or warranty, until the resolution of such claim. Any judgment or settlement of a claim against either or both of the Stockholders for a breach of its/their obligations hereunder brought after the date of Closing will be settled in Envision Shares valued at the then fair market value of such Shares up to a maximum, for each stockholder, of the total number of Envision Shares received by such Stockholder, according to its separate liability.
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Related to The Stockholders' Representations

  • Seller’s Representations Seller represents and warrants to Buyer as follows:

  • The Sub-Adviser’s Representations The Sub-Adviser represents, warrants and agrees that it has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. The Sub-Adviser represents, warrants and agrees that it is registered as an adviser under the Advisers Act.

  • Purchaser's Representations Purchaser represents and warrants to Seller as follows:

  • Stockholder Representations and Warranties Each Stockholder hereby severally (and not jointly) represents and warrants to the Company and the other Stockholders with respect to itself as follows:

  • The Adviser’s Representations The Adviser represents, warrants and agrees that:

  • Indemnification of Company and Selling Stockholders The Underwriter will indemnify and hold harmless the Company, each of its directors and each of its officers who signs the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act and any Selling Stockholder, each of its directors and officers and each person, if any, who controls such Selling Stockholder within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, (each, an “Underwriter Indemnified Party”) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement at any time, any Statutory Prospectus at any time, the Final Prospectus or any Issuer Free Writing Prospectus or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Underwriter specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Underwriter consists of the following information in the Final Prospectus: the concession and reallowance figures appearing in the fourth paragraph under the caption “Underwriting,” the information contained in the fourth, seventh and eleventh paragraphs and information with respect to stabilization transactions appearing in the sixteenth paragraph, in each case under the caption “Underwriting.”

  • Holder’s Representations and Warranties As a material inducement to the Company to enter into this Agreement and consummate the Exchange, the Holder hereby represents and warrants with and to the Company, as of the date hereof and as of the Closing Date, as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDERS Seller and each Shareholder represent and warrant, jointly and severally, to Buyer as follows:

  • Buyer’s Representations Buyer represents and warrants to, and covenants with, Seller as follows:

  • Holder Representations The Holder hereby represents and warrants to the Company that:

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