Representations and Warranties of the Company and Parent. (a) The Company hereby represents and warrants to Parent and each Stockholder that:
Representations and Warranties of the Company and Parent. Each of the Company and Parent, severally and not jointly, represents and warrants to Stockholder that (i) this Agreement constitutes the legal, valid and binding obligation of such Person enforceable against such Person in accordance with its terms (assuming this Agreement constitutes the legal, valid and binding obligation of Stockholder), except (x) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (y) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, (ii) each of the Company and Parent has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, (iii) the execution and delivery by Company and Parent of this Agreement and the consummation by the Company and Parent of the transactions contemplated hereby have been duly and validly authorized by the Company and Parent and no other corporate proceedings on the part of the Company or Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, and (iv) this Agreement has been duly and validly executed and delivered by each of the Company and Parent.
Representations and Warranties of the Company and Parent. The Company and Parent hereby jointly and severally represent and warrant to Purchaser as follows as of the Effective Date and as of the Closing Date, except, to the extent any such representation or warranty is made as of a specified date earlier than the Closing Date, such earlier date:
Representations and Warranties of the Company and Parent. (a) The Company hereby represents and warrants to each of the Discovery Stockholder and Discovery Parent as follows: (i) the Company is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) the Company has all requisite power and authority to execute and deliver this Agreement (and each Person executing this Agreement on behalf of the Company has full power, authority and capacity to execute and deliver this Agreement on behalf of the Company and to thereby bind the Company) and to perform its obligations hereunder, (iii) the execution and delivery of this Agreement by the Company, and the performance of the Company of its obligations hereunder, have been duly authorized by all necessary corporate action on the part of the Company, and (iv) this Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity.
Representations and Warranties of the Company and Parent. The Company and Parent jointly and severally represent and warrant, as of the date of this Agreement and as of the Closing Date, to each Underwriter that:
Representations and Warranties of the Company and Parent. As an inducement to the Buyers to enter into this Agreement and to consummate the transactions contemplated hereby, the Company and Parent jointly and severally represent and warrant to each of the Buyers that each and all of the following representations and warranties (as modified by the disclosure schedules delivered to the Buyers contemporaneously with the execution and delivery of this Agreement (the “Schedules”)) are true and correct as of the Initial Closing Date and any Subsequent Closing Date (each a “Closing Date”). The Schedules shall be arranged by the Company and Parent in paragraphs corresponding to the sections and subsections contained in this Section 3.
Representations and Warranties of the Company and Parent. The Company and Parent, jointly and severally, represent and warrant to each Underwriter that:
Representations and Warranties of the Company and Parent. In order to induce Purchaser to enter into this Agreement and consummate the Transactions, each of the Company and Parent represents and warrants to Purchaser as follows, each of which warranties and representations is material to and relied upon by Purchaser:
Representations and Warranties of the Company and Parent. Each of the Company and Parent represents and warrants to each of the Parent Significant Stockholders that:
Representations and Warranties of the Company and Parent. Each of the Parent and the Company acknowledges that (i) the representations and warranties in this Article III have been a material and necessary inducement for the Purchaser to agree to enter into this Agreement and the other Operative Documents and to acquire all of the Purchased Securities to be acquired by it and (ii) the Purchaser is relying on such representations and warranties. Except as set forth in the corresponding sections or subsections of the disclosure schedule delivered to the Purchaser by the Company and the Parent concurrently with the execution and delivery of this Agreement (the “Disclosure Schedule”), or to the extent that the qualifying nature of such disclosure with respect to another section or subsection is reasonably apparent on the face of the Disclosure Schedule, each of the Company and the Parent hereby represents and warrants to the Purchaser that:
