REPRESENTATIONS AND WARRANTIES OF EACH. OF THE VENDOR AND DXXXX -------------------------------------------------------------- Each of the Vendor and Dxxxx represents and warrants to the Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF EACH. INVESTOR ----------------------------------------------- Each Investor hereby represents and warrants to the Company the following:
REPRESENTATIONS AND WARRANTIES OF EACH. STOCKHOLDER 30 3.1 Authority, No Conflict; Required Filings and Consents. 30 3.2 Ownership; Title to Company Common Stock. 31 3.3 Litigation. 31 3.4 Brokerage and Transaction Bonuses. 31 3.5 Restricted Securities. 32 3.6 Accredited Investor. 32 3.7 No Bad Actor Disqualification Events. 32 3.8 Investment Experience. 32 3.9 Foreign Investors. 32 3.10 No General Solicitation. 32 3.11 Residence. 32 3.12 Legends. 33 3.13 Investment Purpose; Disclosure of Information. 33 Article IV . REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 33 4.1 Organization and Good Standing. 33 4.2 Authority, No Conflict; Required Filings and Consents. 33 4.3 SEC Filings; Financial Statements. 34 4.4 Purchaser Stock Consideration. 35 Article V . CERTAIN COVENANTS AND AGREEMENTS 35 5.1 Due Diligence Access and Investigation. 35 5.2 Operation of the Company’s Business. 35 5.3 Notification. 38 5.4 Interim Financials. 38 5.5 Related Party Transactions. 39 5.6 Public Announcements. 39 5.7 Reasonable Efforts; Further Assurances; Cooperation. 39 5.8 Tax Matters. 40 5.9 Cooperation with Financial Reporting. 41 5.10 Release. 41 5.11 No Solicitation. 42 5.12 Stockholder Approval and Waiver of Right of First Refusal. 42 Article VI . CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PURCHASER 42 6.1 Accuracy of Representations. 43 6.2 Performance of Covenants. 43 6.3 Company Compliance Certificate. 43 6.4 Consents. 43 6.5 Secretary’s Certificate. 43 6.6 Ancillary Agreements and Deliveries. 43 6.7 Release of Liens. 45 6.8 Certain Covenants and Agreements. 45 6.9 No Material Adverse Effect. 45 6.10 No Restraints. 45 6.11 No Litigation. 45 6.12 Company Options and Company Rights. 46 6.13 CPRIT Agreement. 46 6.14 No Indebtedness. 46 6.15 No Negative FDA Correspondence. 46 6.16 Company Financial Statements 46 6.17 Minimum Purchased Shares. 46 6.18 Stockholders’ Agreement. 46 6.19 Nasdaq Matters. 46 6.20 Due Diligence Review. 47 6.21 Company Stockholder Approval. 47 Article VII . CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY AND THE STOCKHOLDERS 47 7.1 Accuracy of Representations. 47 7.2 Performance of Covenants. 47 7.3 Purchaser Compliance Certificate. 47 7.4 Ancillary Agreements and Deliveries. 47 7.5 No Restraints. 47 7.6 Consents. 47 7.7 Nasdaq Matters. 48 7.8 No Material Adverse Effect. 48 Article VIII . CLOSING 48 8.1 Closing. 48 8.2 Stockholder and Company Closing Deliveries. 48 8.3 Purchaser Closing Deliveries. 48 Article IX . TERMINATION 48 9.1 Termination Events. 48 Article X . INDEMNIFICAT...
REPRESENTATIONS AND WARRANTIES OF EACH. Originator Relating to this Agreement and the Receivables. Representations and Warranties of Each Originator Relating to this Agreement and the Receivables.
REPRESENTATIONS AND WARRANTIES OF EACH. Company 3
REPRESENTATIONS AND WARRANTIES OF EACH. Certificate Purchaser. Each Certificate Purchaser, by its acceptance of this --------------------- Lease, represents and warrants, severally and only as to itself, to each other Certificate Purchaser, Bank, Lessee and Lessor as follows:
REPRESENTATIONS AND WARRANTIES OF EACH. Holder Each Holder hereby represents and warrants, severally and not jointly, to Parent that: Section 2.01
REPRESENTATIONS AND WARRANTIES OF EACH. STOCKHOLDER Section 2.01. Ownership and Status of OSI Capital Stock...................4
REPRESENTATIONS AND WARRANTIES OF EACH. Shareholder. ----------- Except as set forth on the disclosure letter attached hereto, each Shareholder represents and warrants to Cerner as follows:
REPRESENTATIONS AND WARRANTIES OF EACH. STOCKHOLDER 9 3.01 Authority. 9 3.02 Execution and Delivery; Valid and Binding Agreement. 9
