REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS Sample Clauses

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 STOCKHOLDERS. (A) Representations and Warranties of the Company and the Stockholders. Except as set forth in the disclosure schedules attached hereto and except as otherwise qualified below, each of the Company and the Stockholders, jointly and severally, represent and warrant that all of the following representations and warranties in this Section 5(A) are true at the date of this Agreement and, subject to Section 7.7 hereto, shall be true at the time of Closing and the Consummation Date, and that such representations and warranties shall survive the Consummation Date for a period of eighteen months (the last day of such period being the "Expiration Date"), except that the warranties and representations set forth in Sections 5.3 and 5.22 hereof shall survive until such time as the applicable limitations period has run, which shall be deemed to be the Expiration Date for Sections 5.3 and 5.22. For purposes of this Section 5, the term "Company" shall mean and refer to the Company and all of its Subsidiaries, if any.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS. The Company and each Stockholder jointly and severally represent and warrant to, and agree with, WORK that the representations and warranties contained in Article IV of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct, and the agreements set forth therein are hereby agreed to.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS. As an inducement to the Purchaser to enter into this Agreement, the Company and the Stockholders hereby jointly and severally represent and warrant to the Purchaser as follows:

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS. The Company and the Stockholders hereby represent and warrant to Group 1 as follows:

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS. The Company and the Stockholders, jointly and severally, represent and warrant to GRS as to the matters set forth on Exhibit D hereto, the full text of which is incorporated herein by reference as if set forth fully herein.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS. The Company and the Stockholders, jointly and severally, represent and warrant to GRS that:

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS. Each of the COMPANY and each of the STOCKHOLDERS jointly and severally represents and warrants to HOLDING and NEWCO that all of the following representations and warranties in this Section are true at the date of this Agreement and shall be true at the time of the Pre-Closing and the Closing Date and that such representations and warranties shall survive the Closing Date until such time as all statute of limitations periods have run for all tax periods ended on or prior to or which include the Closing Date, which shall be deemed to be the Expiration Date for purposes of this Section 17.1. (a) No stock or securities of HOLDING will be issued to any STOCKHOLDER for services rendered to or for the benefit of HOLDING in connection with the Proposed Transaction. (b) No stock or securities of HOLDING will be issued for any indebtedness of HOLDING owed to any STOCKHOLDER in connection with the Proposed Transaction. (c) Each STOCKHOLDER will receive HOLDING Stock or other property approximately equal to the fair market value of the shares of the COMPANY Stock such STOCKHOLDER surrenders pursuant to this Agreement. (d) Except as otherwise provided in Section 18.6, each of the parties to the Proposed Transaction will pay its or his/her own expenses, if any, incurred in connection with the Proposed Transaction. (e) The COMPANY and each STOCKHOLDER shall comply with the tax reporting requirements of section 1.351-3 of the Treasury regulations promulgated under the Code, and shall treat the transaction as a transfer of property under section 351(a) of the Code. (f) Except as otherwise specifically contemplated by this Agreement or the Registration Statement, after the Closing Date, no STOCKHOLDER shall take any action that would jeopardize the qualification as a transaction under Section 351 of the Code of the Proposed Transaction. (g) The fair market value of the assets of the COMPANY exceeds the sum of the liabilities of the Company, plus the amount of liabilities, if any, to which such assets are subject. (h) The COMPANY is not under the jurisdiction of a court in a Title 11 or similar case within the meaning of section 351(e)(2) of the Code. (i) None of the COMPANY Stock is subject to any liabilities. (j) None of the COMPANY Stock is section 306 stock within the meaning of section 306(c) of the Code.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS. 2.1 Corporate Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 2.2 Qualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 2.3 Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 2.4 Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 2.5 Absence of Conflicts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 2.6

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS. Each of the Stockholders, jointly and severally, and the Company represent and warrant that all of the following representations and warranties in this Section 5(A) are true at the date of this Agreement, and that such representations and warranties shall survive the Consummation Date for a period of twenty-four months (the last day of such period being the "Expiration Date"), except that the warranties and representations set forth in Sections 5.13 and 5.22 hereof shall survive until such time as the applicable statute of limitations period has run or for five (5) years if there is no applicable statute of limitations, which shall be deemed to be the Expiration Date for Sections 5.13 and 5.22. For purposes of this Section 5, the term "Company" shall mean and refer to the Company and all of its Subsidiaries, if any.