REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDERS. Xxxxxx X. Xxxxxx and Xxxxx X. Xxxxxx (individually, a "Principal --------- Stockholder" and collectively, the "Principal Stockholders") and, prior to the ----------- ---------------------- Effective Time, the Company, jointly and severally, represent and warrant to the Buyer and, following the Effective Time, the Surviving Corporation that the statements contained in this Article II are true and correct, except as set forth in the disclosure schedule attached hereto (the "Disclosure Schedule"). ------------------- The Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article II, and the disclosures in any paragraph of the Disclosure Schedule shall qualify other paragraphs in the Disclosure Schedule to the extent relevant.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDERS. As of the date hereof and as of the Closing Date, the Company and the Principal Stockholders represent and warrant to Parent, subject to such exceptions as are clearly disclosed in the disclosure letter (referencing the appropriate section number) supplied by the Company and the Principal Stockholders to Parent (the "Company Schedules") in connection with the execution of the Original Agreement and deemed redelivered in connection with the execution of this Agreement and dated as of the date hereof, as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDERS. Except as otherwise specifically provided herein, each of the Company and the Principal Stockholders jointly and severally hereby represents and warrants to the Purchaser and Sub as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDERS. Each of the Company and Robexx X. Xxxx, Xxyd X. Xxxxx, Xxtex X.X. Xxxxx, Xxllxx Xxxxx & Xartners, L.P., Bairx Xxxital Partners II Limited Partnership, Nassau Capital Partners L.P., BCP II Affiliates Fund Limited Partnership, and NAS Partners I L.L.C. (individually, a "Principal Stockholder", and collectively, the "Principal Stockholders"), jointly and severally, represents and warrants to, and agrees with, the several Underwriters, and shall be deemed to represent and warrant to the several Underwriters on each Closing Date (as hereinafter defined), that: --------------- * Plus an option to acquire up to 750,000 additional shares of Common Stock from the Company and the Selling Shareholders to cover over-allotments.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDERS. As an inducement to Parent and Merger Subsidiary to enter into this Agreement and to consummate the transactions contemplated herein, the Company represents and warrants to Parent and Merger Subsidiary, as of the date of this Agreement and as of the Closing Date, that the statements contained in this Article 3 are true and correct, and the Principal Stockholders, jointly and severally, represent and warrant to Parent and Merger Subsidiary, as of the date of this Agreement and as of the Closing Date, that the statements contained in Section 3.2(b) are true and correct, in each case except as set forth in (a) the disclosure schedule attached hereto as Exhibit C which the Company has prepared and delivered to Parent and Merger Subsidiary prior to the date of this Agreement (the "Disclosure Schedule") or (b) with respect to Section 3.3 a certificate of an officer of the Company delivered to Parent (the "Capitalization Certificate"). The Disclosure Schedule is arranged in sections corresponding to the sections and subsections of this Article 3, and disclosure in one section of the Disclosure Schedule shall constitute disclosure for all sections of the Disclosure Schedule only to the extent to which the applicability of such disclosure is reasonably apparent.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDERS. The Company and, solely as to any representations and warranties which expressly relate to facts regarding any such individual or trust, each of the Principal Stockholders, hereby severally and not jointly represent and warrant to each of the Holding Stockholders, Holding and Acquisition, and, if the transactions hereby are consummated, the Surviving Corporation, both as of the date hereof and as of the Closing Date (immediately prior to the Closings hereunder and under the Investment Agreement), as follows, subject to such exceptions as are specifically contemplated by this Agreement or as are set forth in (i) the attached Disclosure Schedule, or (ii) except as provided in the final sentence of Section 5.15 hereof, the disclosure supplements contemplated by that section, and provided that, notwithstanding the fact that the representations and warranties in this Section 3 are made by the Company and, to the limited extent applicable, the Principal Stockholders, the Company and the Participating Stockholders shall indemnify against any and all Damages related to or arising, directly or indirectly, out of or in connection with any breaches of such representations and warranties to the extent, and subject to the limitations, set forth in Section 8 hereof. Notwithstanding any other provision of this Agreement (except the final sentence of Section 5.15), the Disclosure Schedule, or any such disclosure supplement, each exception set forth in the Disclosure Schedule or any such disclosure supplement shall be deemed to qualify each representation and warranty set forth in this Agreement (x) that is specifically identified (by cross-reference or otherwise) in the Disclosure Schedule or such disclosure supplement as being qualified by such exception, or (y) with respect to which the relevance of such exception is apparent on the face of the disclosure of such exception set forth in the Disclosure Schedule or such disclosure supplement, provided, in either case, that the relevant facts are set forth in reasonable detail in the Disclosure Schedule or such disclosure supplement.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDERS. The Company and each Principal Stockholder hereby represents and warrants to each of Parent and Merger Sub as of the date hereof and as of the Closing, subject to such exceptions as are set forth in the disclosure letter dated as of the date hereof and delivered herewith to Parent (the "Company Disclosure Schedule"), as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDERS. 10 SECTION 3.1.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDERS. Subject to the qualifications, exceptions and other disclosures set forth on the Disclosure Schedule attached hereto, the Company and the Principal Stockholders jointly and severally represent and warrant to Acquiror and Merger Sub as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDERS. The Company and each of the Principal Stockholders, jointly and severally, represent and warrant to LifeMinders, as of the date hereof and as of the Closing Date, that the statements contained in this Article III are true and correct, except as set forth on the Disclosure Schedule attached hereto. The Disclosure Schedule shall be arranged in separate schedules corresponding to numbered and lettered sections contained in Articles III, IV and V, and an item shall be deemed to be disclosed only with respect to the particular section of this Agreement to which such numbered or lettered section corresponds.