REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND FOUNDERS Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND FOUNDERS. The Company and each Founder (including each Founder Trust) represents and warrants to Parent and Buyer, subject to such exceptions as are specifically disclosed in the disclosure schedule dated as of the date hereof supplied by the Company to Parent and Buyer (the “Disclosure Schedule”) (referencing the appropriate section and subsection numbers), which exceptions shall apply to any other section or subsection without repetition; provided, however, that it is reasonably apparent on the face of such disclosure upon reading such disclosure without independent knowledge on the part of the reader regarding the matter disclosed that the disclosure is responsive to such other section or subsection, as of the date hereof and as of the Closing Date (or if made as of specified date, as of such date), as follows:
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND FOUNDERS. On and as of the Closing Date, the Company represents and warrants (except as to Section 2.9(b), to which the Company and each Founder, jointly and severally, represent and warrant) to the Investors that, except as set forth in the Disclosure Schedule attached as Schedule IV (the “Disclosure Schedule”) which Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article II; provided, that the disclosures in the Disclosure Schedule shall qualify any numbered and lettered paragraph contained in this Article II (whether or not referenced) to which such disclosures apply if the applicability of such disclosure to such non-referenced paragraphs is reasonably apparent on its face; and where indicated in this Article II that a representation or warranty is limited “to the Company’s knowledge,” or a phrase of similar import, such knowledge shall include the knowledge of each Founder:
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND FOUNDERS. The Company and, to the best of their knowledge, the Founders severally, but not jointly, represent and warrant to and agree with each of the Underwriters that:
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND FOUNDERS. 12 Except as set forth in the disclosure schedules, dated as of the date of this Agreement and attached hereto, that have been delivered by the Company to the Investor[s] prior to the execution and delivery of this Agreement (the “Disclosure Schedule”), which exceptions shall be deemed to part of the representations and warranties made hereunder (the Disclosure Schedule shall be arranged in sections corresponding to the numbered and lettered sections contained in this Sections 2[, and each such exception set forth in the Disclosure Schedule however shall not be deemed a disclosure or an exception with respect to any other section or sections of this Agreement unless reliance of such items to such other section or sections is specifically referenced to each applicable item in the Disclosure Schedule)]13, the Company14 hereby represents and warrants [the Investor][each of the Investors] as follows:
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND FOUNDERS. In order to induce the Lenders to enter into the Agreement, each of the Company and, to the best of their knowledge, the Founders hereby jointly and severally agrees with the Lenders and represents and warrants to the Lenders that, as of the date hereof:
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND FOUNDERS. As a material inducement to Purchaser and Holdings to enter into this Agreement and to consummate the transactions contemplated hereby, each of the Founders and the Company, jointly and severally, makes the following representations and warranties to Purchaser and Holdings:
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND FOUNDERS. In order to induce the Purchasers to enter into this Agreement and to purchase the Purchased Securities, each of the Company, Mahendrahjeet Singh and Xxxxxx Xxxxx (Mahendrahjeet Singh and Xxxxxx Xxxxx hereinafter referred to, collectively, as the "FOUNDERS"), jointly and severally, hereby represent and warrant to each of the Purchasers, as follows, subject in each case to such exceptions as are set forth in the attached DISCLOSURE SCHEDULE in the section thereof numbered and captioned to correspond to the specific representation or warranty to which such exception relates.
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND FOUNDERS. The Company hereby represents and warrants to the Purchaser, and the Founders represents to the best of their knowledge, as of the date hereof (except as otherwise set forth in Schedule 2 with each number on Schedule 2 corresponding to the section number herein), as follows. The Company shall provide at each of the Subsequent Closings an officer’s certificate to the best knowledge of the Company confirming that there has been no Material Adverse Effect from time of last Closing.
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Related to REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND FOUNDERS

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANIES (a) Each of the Companies represents and warrants that it is a life insurance company duly organized or existing and in good standing under applicable law and that each of its Accounts, prior to any issuance or sale of any Contracts by such Account and during the term of this Agreement, will be legally and validly established as a separate account pursuant to relevant state insurance law and either: (i) will be registered as a unit investment trust in accordance with the provisions of the 1940 Act; or (ii) will be exempt from such registration.

  • 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 THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

  • Representations and Warranties of the Company The Company represents and warrants to each Underwriter that:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS The Company and each Seller, jointly and severally, hereby represents and warrants to the Purchaser that:

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

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8

  • Representation and Warranties of the Company The Company hereby makes the following representations and warranties to the Purchaser:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES Each of the Buyer Parties represents and warrants to each of the Selling Parties as follows:

  • Representations and Warranties of the Corporation The Corporation hereby represents and warrants to the Purchaser as follows:

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