REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL SHAREHOLDER. The Company and the Principal Shareholder, jointly and severally, represent and warrant to, and agree with, the several Underwriters, and shall be deemed to represent and warrant to the several Underwriters on each Closing Date (as hereinafter defined), that:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL SHAREHOLDER. Except as disclosed in writing in a disclosure letter referring specifically to the representations and warranties in this Agreement that specifically identifies the section and subsection to which such disclosure relates and that is delivered to Parent by the Company and the Principal Shareholders and certified by a duly authorized officer of the Company and the Principal Shareholder prior to the date of this Agreement (the "Company Schedules"), each of the Company and the Principal Shareholders represents and warrants to Parent and Sub as set forth below.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL SHAREHOLDER. The Company and the Principal Shareholder hereby, jointly and severally, represent and warrant as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL SHAREHOLDER. The Company and the Principal Shareholder, jointly and severally, represent and warrant that all of the following representations and warranties are true as of the date of this Agreement and shall be true on the Closing Date:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL SHAREHOLDER. (a) The Company represents and warrants to, and agrees with, the several Underwriters as follows: (i) No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission and each Preliminary Prospectus, at the time of filing thereof, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements in or
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL SHAREHOLDER. The Company and the Principal Shareholder jointly and severally represent and warrant to the Buyer that each of the statements contained in this ARTICLE 2 is true and correct as of the date hereof. For the avoidance of doubt, references in this Agreement to phrases such as “the transactions contemplated hereby,” “the transactions contemplated by this Agreement,” “transactions that are the subject of this Agreement,” “the performance of this Agreement” and other similar phrases shall include, without limitation, both of the Mergers.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL SHAREHOLDER. Except as set forth on the disclosure schedule, with specific reference to the Section or subsection of this Agreement to which the information stated in such disclosure relates (the "Disclosure Schedule"), the Company and H. -------------------- Cxxxxxx Xxxxx, III (the "Principal Shareholder") hereby represent, warrant and --------- ----------- agree, as of the date of this Agreement and as of the Closing Date, as follows, each of which representations, warranties and agreements shall be deemed to be independently material and to have been relied upon by Parent and Acquisition Subsidiary:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL SHAREHOLDER. The Company represents and warrants to, and agrees with, the several Underwriters, and shall be deemed to represent and warrant to the several Underwriters on each Closing Date (as hereinafter defined), that:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL SHAREHOLDER. Except for exceptions set forth in reasonable detail in Exhibit E attached hereto and referring to the warranty or warranties to which the exception relates, the Company and the Principal Shareholder, jointly and severally, but subject to the limitations set forth in Article XI, hereby represent and warrant to, and agree with, TSI and Newco as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL SHAREHOLDER. Each of the Company and Principal Shareholder, jointly and severally, represents and warrants to Parent and Merger Sub that the statements contained in this Article III are true and correct except as set forth herein and in the disclosure schedule delivered by the Company to Parent and Merger Sub on or before the date of this Agreement (the "Company Disclosure Schedule"). The Company Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article III and the disclosure in any paragraph shall qualify other paragraphs in this Article III to the extent that it is apparent that such disclosure qualifies or applies to such other paragraphs.
