REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SHAREHOLDER Sample Clauses
The "Representations and Warranties of the Company and Shareholder" clause sets out specific statements of fact and assurances made by both the company and its shareholder(s) regarding the company's condition, operations, and legal standing at the time of the agreement. These representations may cover areas such as the company's financial statements, ownership of assets, compliance with laws, and absence of undisclosed liabilities. By providing these assurances, the clause allocates risk between the parties and forms the basis for potential remedies if any statements are later found to be untrue, thereby ensuring transparency and trust in the transaction.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SHAREHOLDER. Except as is otherwise disclosed in the disclosure schedule delivered by the Company to Buyer immediately prior to the execution of this Agreement, and as supplemented after execution of this Agreement as provided herein (the “Company Disclosure Schedule”) (provided that disclosure in any section of such Company Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in the corresponding section of this Agreement and such other sections of this Agreement where it is reasonably apparent on the face of such disclosure that such disclosure applies to another representation or warranty hereof), the Company and Shareholder represent and warrant to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SHAREHOLDER. As an inducement to the Purchaser to enter into this Agreement, the Company and the Shareholder hereby represent and warrant to Purchaser that:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SHAREHOLDER. The Company and the Shareholder, jointly and not severally, represents and warrants to Parent and Merger Sub that the following are true and correct as of the date hereof, except as set forth in the disclosure statement delivered by the Company and Shareholder to Parent and Merger Sub concurrently herewith (the "Company Disclosure Statement"). All exceptions noted in the Company Disclosure Statement shall be numbered to correspond to the applicable Sections to which such exception refers.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SHAREHOLDER. The Company and the Shareholder represent and warrant to Parent and Newco as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SHAREHOLDER. As a material inducement to the Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, the Company and the Shareholder, severally and jointly, hereby represent and warrant to Buyer, as of the Agreement Date, as of the Schedule Delivery Date, as to the items to be disclosed on the Schedules, and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SHAREHOLDER. As a material inducement to the Purchaser to enter into this Agreement and consummate the transactions contemplated hereby, the Company and the Shareholder, jointly and severally, hereby represent and warrant to the Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SHAREHOLDER. The Company and the Shareholder hereby represent and warrant to Buyer as of the date hereof (subject to such exceptions or qualifications as are disclosed in writing in the disclosure schedule certified by a duly authorized officer of the Company and supplied by the Company to Buyer dated as of the date hereof, which schedules shall provide an exception to or otherwise qualify only those representations and warranties of the Company and Shareholder contained in the section of this Agreement (i) corresponding or cross-referenced to be the part or section reference of the schedule where such disclosure appears or (ii) to which such information set forth on such schedule reasonably relates, and such exceptions or qualifications shall not be deemed to be an exception to, or qualify, any other representation or warranty) as follows:
5.1. Corporate.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SHAREHOLDER. The Shareholder and the Company jointly and severally represent and warrant to Buyer that, except as set forth in the disclosure schedules delivered by the Company to Buyer (the "Company Disclosure Schedule") which have been provided to Buyer prior to the date hereof.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SHAREHOLDER. The Company and Shareholder jointly and severally represent and warrant to First Sierra that the statements contained in this Section 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date was substituted for the date of this Agreement throughout this Section 3), except as set forth in the disclosure schedule delivered by Shareholder to First Sierra on the date hereof and initialed by Shareholder and First Sierra (the "Disclosure Schedule"). Nothing in the Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein. The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 3, and the inclusion of an item as an exception in one portion of the Disclosure Schedule shall cause such item to be an exception under any other portion of the Disclosure Schedule that addresses the same issue.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SHAREHOLDER. The Company and the Shareholder, jointly and severally, make the following representations and warranties to MIOA, each of which is true and correct on the date hereof, shall remain true and correct to and including the Closing Date, shall be unaffected by any investigation heretofore or hereafter made by MIOA, or any knowledge of MIOA other than as specifically disclosed herein or in the disclosure schedules delivered to MIOA, and shall survive the Closing of the transactions provided for herein until the end of Formula Period 4.