Representations and Warranties of Company and Members Sample Clauses

Representations and Warranties of Company and Members. Except as set forth in the Company Disclosure Letter which is attached to and incorporated into this Agreement for all purposes (the “Company Disclosure Letter”), the Company and Wxxxx, jointly and severally, represent and warrant to the Buyer as of the Closing Date as follows:
Sample 1
AutoNDA by SimpleDocs
Representations and Warranties of Company and Members. The Company and, to the best knowledge (but without any investigation) of each Member, the Members, severally, hereby represent and warrant to AHC, with the intention that AHC shall rely thereon in performing hereunder, as follows:
Sample 1
Representations and Warranties of Company and Members. Subject to the penultimate exclusions of the last paragraph of Section 9.1 related to Pickford Realty, Ltd., each of Company and Members, jointly and sevexxxxx, xepresent and warrant to Buyer as of the date hereof and as of the Closing Date as follows:
Sample 1
Representations and Warranties of Company and Members. 6 §4.01 Organization and Qualification; Subsidiaries 6 §4.02 Capitalization 7 §4.03 Authority; Enforceability 7 §4.04 Noncontravention; Required Filings and Consents 7 §4.05 Permits; Compliance 7 §4.06 Reports; Financial Statements 8 §4.07 Absence of Certain Changes or Events 8 §4.08 Litigation 9 §4.09 Contracts; No Default 9 §4.10 Employee Benefit Plans; Labor Matters 10 §4.11 Taxes 12 §4.12 Intellectual Property Rights 14 §4.13 Insurance 14 §4.14 Brokers 14 §4.15 Title to Properties 14 §4.16 Accounts Receivable 15 §4.17 Bank Accounts 15 §4.18 Environmental Matters 15 §4.19 Company Approval by Members 16 §4.20 Disclosure 16
Sample 1
Representations and Warranties of Company and Members. Company and each of the Members, jointly and severally, represent and warrant to LAN and to Merger Sub that the statements contained in this Article IV are correct and complete as of the date of this Agreement and will be correct and complete immediately prior to the Effective Time (as though made then and as though the Effective Time were substituted for the date of this Agreement throughout this Article IV). In the event that, after the date hereof and prior to the Effective Time, any of the statements contained in this Article IV becomes incorrect or incomplete, Company and the Members shall provide notice thereof to LAN and Merger Sub pursuant to §8.02.
Sample 1
Representations and Warranties of Company and Members. Members, jointly and severally, and Company, jointly and severally with Members, make the following representations and warranties to Buyer, each of which is true and correct on the date hereof and shall survive the consummation of the transactions contemplated hereby for the periods set forth in Section 7.5.
Sample 1
Representations and Warranties of Company and Members. The Company and the Members, jointly and severally, represent and warrant to the Buyer as follows:
Sample 1
AutoNDA by SimpleDocs

Related to Representations and Warranties of Company and Members

  • REPRESENTATIONS AND WARRANTIES OF COMPANY The Company hereby represents and warrants to each Purchaser as follows:

  • Representations and Warranties of Parties Each of the parties to this Agreement hereby represents and warrants to each of the other parties of this Agreement, each of which is deemed to be a separate representation and warranty, as follows:

  • Representations and Warranties of Members By execution and delivery of this Agreement or a Joinder Agreement, as applicable, each of the Members, whether admitted as of the date hereof or pursuant to Section 4.01, represents and warrants to the Company and acknowledges that:

  • Representations and Warranties of Both Parties Each Party hereby represents and warrants to the other Party, as of the Effective Date, that:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES Except (a) as set forth in the disclosure letter prepared by the Company and delivered to the Parent Parties at or prior to the execution and delivery of this Agreement (the “Company Disclosure Letter”) (it being acknowledged and agreed that disclosure of any item in any section or subsection of the Company Disclosure Letter shall be deemed disclosed with respect to the section or subsection of this Agreement to which it corresponds and any other section or subsection of this Agreement to the extent the applicability of such disclosure to such other section or subsection of this Agreement is reasonably apparent on its face (it being understood that to be so reasonably apparent on its face, it is not required that the other section or subsection of this Agreement be cross-referenced); provided, that nothing in the Company Disclosure Letter is intended to broaden the scope of any representation or warranty of the Company Parties made herein), or (b) as disclosed in the Company SEC Documents publicly filed with, or furnished to the SEC since January 1, 2019 and prior to the date of this Agreement and available on the SEC’s Electronic Data Gathering and Retrieval System (excluding any information or documents incorporated by reference therein, or filed as exhibits thereto, and excluding any disclosures contained in such documents under the headings “Risk Factors” or “Forward Looking Statements” or any other disclosures contained or referenced therein to the extent they are cautionary, predictive or forward-looking in nature), and then only to the extent that the relevance of any disclosed event, item or occurrence in such Company SEC Documents to a matter covered by a representation or warranty set forth in this Article IV is reasonably apparent on its face, the Company Parties hereby jointly and severally represent and warrant to the Parent Parties that:

  • Representations and Warranties of Consultant Consultant warrants to The Company that:

  • REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES Each Seller Party, jointly and severally, makes the following representations and warranties to Buyer:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER Parent and Purchaser represent and warrant to the Company as follows:

  • Representations and Warranties of the Consultant The Consultant represents and warrants to and covenants with the Company that:

  • Representations and Warranties of Stockholders Each Stockholder, as to itself (severally and not jointly), hereby represents and warrants to Parent as follows:

Time is Money Join Law Insider Premium to draft better contracts faster.