REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE. STOCKHOLDERS
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE. SELLER The Company and the Seller jointly and severally represent and warrant to Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE. PRINCIPAL STOCKHOLDERS. ----------------------
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE. COMPANY STOCKHOLDER 10 3.1. Organization and Authority of the Company 10 3.2. Capitalization 10
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE. SELLING SHAREHOLDERS
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE. CANNDORA SHAREHOLDERS 14 Organization and Authorization 14 Organizational Documents and Corporate Records 14 No Conflicts; Required Consents 14 Capitalization 15 Investments 15 Financial Statements 15 No Undisclosed Liabilities 16 Indebtedness 16 Absence of Certain Changes 16 Material Contracts 16 Legal Proceedings 16 Compliance with Laws 17 Personal Property 17 Intellectual Property 17 Tax Matters 18 Environmental Matters 19 Employment Matters 19 Pension and Employee Benefits 20 Affiliate Transactions 20 Directors and Officers 20 Insolvency 20 No Broker. 20
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE. STOCKHOLDERS Except as set forth in the Disclosure Schedules, the Company and the Stockholders jointly and severally represent and warrant to Acquiror as follows: 6.1
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE. Shareholders. As a material inducement to the Purchaser to enter into this ------------ Agreement and purchase the Series 2 Senior Preferred Stock and the Common Stock hereunder, each of the Company and the Shareholders hereby represents and warrants, separately and not jointly (and subject to the last sentence of Section 8B(i)) to the Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE. SOLE STOCKHOLDER 11 2.1 Organization and Qualification of the Company 11 2.2 Company Capital Structure 12 2.3 Subsidiaries 13 2.4 Authority 13 2.5 No Conflict 13 2.6 Consents 13 2.7 Company Financial Statements 14 2.8 No Undisclosed Liabilities 14 2.9 Tax and Other Returns and Reports 14 2.10 Restrictions on Business Activities 16 2.11 Title of Properties; Absence of Encumbrances 16
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE. Shareholders Each of the Company and the Shareholders jointly and severally represents and warrants to Alleghany and Newco as follows: 4.1.
