Joint and Several Representations and Warranties. The Members jointly ------------------------------------------------ and severally represent and warrant to CenterPoint that the authorized capital stock of the Company consists of 50,000 shares of Class A Company Stock, of which 10,150 shares are issued and outstanding, and 50,000 shares of Class B Company Stock, of which zero (0) shares are issued and outstanding, all of which are validly issued and are fully paid, nonassessable and free of preemptive rights.
Joint and Several Representations and Warranties. The Partners jointly ------------------------------------------------ and severally represent and warrant to CenterPoint that the authorized capital stock of the Company consists of 30,000 shares of Company Stock, of which 15,000 shares are issued and outstanding and 1,500 shares are held in the Company's treasury, all of which are validly issued and are fully paid, nonassessable and free of preemptive rights.
Joint and Several Representations and Warranties. Each of you hereby represent and warrant to us that any and all transfers and commingling of funds required or permitted by any Services, and all other aspects of the performance hereof by the parties, have been duly authorized by law and by all necessary parties, including, without limitation, the account holder of each account and that each of you have obtained and shall maintain in your regular business records and make available to us upon reasonable demand, adequate documentary evidence of such authorization from the account holder of each account, executed by the duly authorized officer(s) of each such account holder in accordance with that account holder’s corporate bylaws and board resolutions. Each representation and warranty contained herein shall be continuing and shall be deemed to be repeated upon your use of the Services and our effecting each transfer and commingling of funds.
Joint and Several Representations and Warranties. The ASDG Shareholders hereby jointly and severally represent and warrant to Inflatables the following matters on and as of the date of this Agreement and at the Closing Date; provided, however, that before any breach of or inaccuracy in any of the representations or warranties given in this Section 4 shall be actionable or shall constitute grounds for termination of or failure to perform under the terms of this Agreement by Inflatables, such breach or inaccuracy must have had a Material Adverse Effect.
Joint and Several Representations and Warranties. The Sellers and the ------------------------------------------------ Partners jointly and severally represent and warrant to CenterPoint that (i) the HCVT Interests (as of the date hereof) and the Company Interests (as of the Closing Date) are truly and accurately set forth on Schedule 4.4 attached ------------ hereto, and such Interests are or will be validly issued and fully paid, nonassessable and free of preemptive rights, (ii) the authorized capital stock of each Corporate Partner consists of such number of shares as are set forth on Schedule 4.4 attached hereto, including such number of shares as are issued and ------------ outstanding, all of which are validly issued and are fully paid, nonassessable and free of preemptive rights, and (iii) the membership interests of each LLC Partner consists of such equity ownership as is set forth on Schedule 4.4 ------------ attached hereto, all of which interests are validly issued and fully paid, non- assessable and free of preemptive rights.
Joint and Several Representations and Warranties. Each Stockholder of ------------------------------------------------ a Company, jointly and severally with the other stockholders or members of such Company, hereby represents and warrants to CenterPoint as of the date hereof and, subject to Section 7.3, as of the date on which CenterPoint and the lead ----------- Underwriter execute and deliver the Underwriting Agreement related to the IPO and as of the Closing Date as follows:
Joint and Several Representations and Warranties. In order to induce CECP to purchase the Preferred Stock and the Warrants, the Shareholders jointly and severally represent and warrant (such representations and warranties being the "Joint and Several Representations and Warranties") to CECP that:
Joint and Several Representations and Warranties. The Joint and 4 Several Representations and Warranties made by the Company in Section 4.6(a)(i) and (ii), Section 4.6(b), Section 4.6(c), Section 4.13, Section 4.14, Section 4.19, Section 4.22(a) and/or Section 4.28(b) of the Purchase Agreement are sometimes hereinafter referred to as the "Major Joint and Several Representations and Warranties") and are not qualified as being made only to the best of the Shareholders' Knowledge thereof.
Joint and Several Representations and Warranties of Sellers 16 (a) Organization and Standing; Power and Authority 16 (b) Articles and By-Laws 16 (c) Conflicts; Defaults 17 (d) Acquired Assets; Title to the Acquired Assets; Allied Shares 18 (e) Real Property 19 (f) Leases 19 (g) Contracts 20 (h) Financial Statements 21 (i) Liabilities 23 (j) Accounts Receivable; Collection; Trade Payables 23 (k) Inventories 24 (l) Litigation 24 (m) Customers and Suppliers 24 (n) Regulatory Compliance 25 (o) Brokers, Finders and Agents 25 (p) Intellectual Property 25 (q) Permits 26 (r) Employee Relations; Collective Bargaining Agreements 26 (s) Employees and Employee Plans 27 (t) Environmental and Safety Compliance 29 (i) General 29 (ii) Specific Environmental Representations and Warranties 30 (iii) Definitions 31 (u) Changes in Circumstances 32 (v) Taxes 33 (w) Product Warranties 36 (x) Insurance 36 (y) Approvals 37 (z) Absence of Certain Commercial Practices 37 (aa) Bank Accounts 37 (bb) Books and Records 37 (cc) Warranty Costs 38 (dd) Penalties and Renegotiation of Contracts 38 (ee) Pricing Practices 38 (ff) Copies of Documents 38 (gg) [Intentionally omitted] 38 (hh) Insider Interests; Advances 38 (ii) Year 2000 Compliance 39 (jj) Disclosure 39 5.2 Representations and Warranties of the Allied Shareholders 40 (a) Shareholders; Title to Shares 40 (b) Capacity of Shareholders; Consents; Execution of Agreement; Good Title to Buyer 40 (c) Other Businesses 40 5.3 Representations and Warranties of HON 40 (a) Organization and Standing; Power and Authority 40 (b) Conflicts; Defaults 41 (c) Brokers, Finders and Agents 41 (d) Consents 41 5.4 Representations and Warranties Relating to Buyer 41 (a) Organization and Standing; Power and Authority 41 (b) Capitalization 42 (c) Articles and By-Laws 42 (d) Conflicts; Defaults 42 (e) Compliance with Other Instruments, etc. 42 (f) Financial Statements 43 (g) Litigation 43 (h) Absence of Certain Changes or Events 43 (i) Brokers, Finders and Agents 43 (j) Consents 43 (k) Ability to Pay Cash Amount 44 5.5 General 44 ARTICLE VI.
Joint and Several Representations and Warranties. The Members jointly and severally represent and warrant to Centerprise that the authorized capital stock of the Company consists of ______ shares of Company Stock, of which _____ shares are issued and outstanding, all of which are validly issued and are fully paid, nonassessable and free of preemptive rights.
