REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SHAREHOLDER Sample Clauses

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 represent and warrant to Parent and Newco as follows:

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. 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 Netivation to enter into this Agreement, Shareholder and the Company, jointly and severally, represent and warrant that:

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:

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SHAREHOLDER. The Schedules attached to this Agreement are sometimes referred to herein as the "Disclosure Schedules." The Company and Shareholder represent and warrant to Purchaser that except as otherwise disclosed in the Disclosure Schedules the following statements are true as of the date of this Agreement and as of the Closing Date: 2.1 ORGANIZATION, STANDING, CORPORATE AUTHORIZATION, AND ENFORCEABILITY. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to so qualify would not have a Material Adverse Effect on the financial condition or business of the Company. (b) This Agreement and all other agreements, documents and instruments executed or to be executed by the Company in connection herewith (the "Related Agreements") constitute the valid and legally binding obligations of the Company and are enforceable in accordance with their terms, except as such enforceability may be limited by equitable principles and by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar laws relating to or affecting the rights of creditors generally. The Company has the requisite corporate power and authority to enter into this Agreement and the Related Agreements. (c) The execution and delivery of this Agreement, the Related Agreements, and all other documents and instruments executed or to be executed by the Company pursuant to this Agreement, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate and other action on the part of the Company, subject to obtaining the requisite approvals from Shareholder in accordance with applicable law. This Agreement and the Related Agreements have been or will have been, at the time of their respective executions and deliveries, duly executed and delivered by a duly authorized officer of the Company. (d) Except as set forth in SCHEDULE 2.1(d), the Company does not own, directly or indirectly, any capital stock or other equity interest in any Person or hav...

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SHAREHOLDER. The Company and Shareholder represent and warrant to Buyer that, except as described in the Disclosure Schedule:

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SHAREHOLDER. The Company and Shareholder jointly and severally represent and warrant that the following are true and correct as of date hereof and will be true and correct through the Closing Date as if made on that date: