REPRESENTATIONS AND WARRANTIES OF HT AND THE STOCKHOLDER Sample Clauses

The "Representations and Warranties of HT and the Stockholder" clause sets out the specific statements of fact and assurances that both HT (the company) and its stockholder make to the other party in a transaction. These statements typically cover matters such as the company's legal status, ownership of shares, compliance with laws, and the absence of undisclosed liabilities. By requiring both HT and the stockholder to affirm these facts, the clause provides a basis for the other party to rely on the accuracy of key information, thereby reducing the risk of misrepresentation and facilitating informed decision-making in the transaction.
REPRESENTATIONS AND WARRANTIES OF HT AND THE STOCKHOLDER. Except as set forth in the disclosure schedule of HT dated as of the date hereof and delivered herewith to Parent (the "HT DISCLOSURE SCHEDULE") which identifies the section and subsection to which each disclosure therein relates (PROVIDED, HOWEVER, that HT will be deemed to have adequately disclosed with respect to any section or subsection any matters that are clearly described elsewhere in such document if the applicability of such disclosure to such non-referenced sections or subsections is reasonably apparent and HT has not intentionally omitted any required cross-references), and whether or not the HT Disclosure Schedule is referred to in a specific section or subsection, HT and the Stockholder jointly and severally represent and warrant to Parent and Merger Sub as follows:
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REPRESENTATIONS AND WARRANTIES OF HT AND THE STOCKHOLDER. The representations and warranties of HT and the Stockholder set forth in this Agreement will be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except (i) for such breaches and inaccuracies that individually, or in the aggregate, have not had, and cannot reasonably be expected to have, a material adverse effect on HT's Business Condition, (ii) as otherwise contemplated by this Agreement, (iii) as a result of actions taken or not taken at the direction of or after consultation with and written concurrence of Parent and (iv) for representations and warranties specifically limited to an earlier date(s). Parent will have received a certificate signed by or on behalf of the Stockholder and by the chief executive officer and the chief financial officer of HT to such effect on the Closing Date.
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Related to REPRESENTATIONS AND WARRANTIES OF HT AND THE STOCKHOLDER

  • Representations and Warranties of the Stockholder The Stockholder hereby represents and warrants to Parent and Merger Sub as follows: (a) The Stockholder has all requisite power and authority to execute and deliver this Agreement and to perform the Stockholder’s obligations under this Agreement. (b) The execution, delivery and performance of this Agreement have been duly authorized by the Stockholder. This Agreement has been duly executed and delivered by the Stockholder and, assuming this Agreement constitutes a valid and binding obligation of Parent and Merger Sub constitutes a valid and binding obligation of the Stockholder enforceable against the Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar Law affecting creditors’ rights generally, or by principles governing the availability of equitable remedies. The failure of the spouse, if any, of any Stockholder that is an individual, to be a party or signatory to this Agreement shall not (A) prevent the Stockholder from performing the Stockholder’s obligations contemplated hereunder or (B) prevent this Agreement from constituting the legal, valid and binding obligation of the Stockholder in accordance with its terms. (c) The Shares and the certificates (or any book-entry notations used to represent any uncertificated shares of Company Common Stock) representing the Shares are now, and at all times during the term hereof will be, held by the Stockholder, or by a nominee or custodian for the benefit of the Stockholder, and the Stockholder has valid title to the Shares, free and clear of any Liens (including voting trusts and voting commitments). As of the date of this Agreement, the Stockholder does not own of record or beneficially any Shares of the Company, or any options, warrants or rights exercisable for Shares of the Company, other than the Shares set forth on Exhibit A hereto. The Stockholder has full power to vote the Shares as provided herein. Neither the Stockholder nor any of the Shares is subject to any voting trust, proxy or other agreement, arrangement or restriction with respect to the voting or disposition of the Shares, except as otherwise contemplated by this Agreement or the Merger Agreement. (d) (i) Other than filings required by the SEC or the New York Stock Exchange, no filing with, and no permit, authorization, consent or approval of any state, federal or foreign governmental authority is necessary on the part of the Stockholder for the execution and delivery of this Agreement by the Stockholder and the performance by the Stockholder of the Stockholder’s obligations under this Agreement and (ii) neither the execution and delivery of this Agreement by the Stockholder nor the performance by the Stockholder of the Stockholder’s obligations under this Agreement nor compliance by the Stockholder with any of the provisions hereof shall (A) result in the creation of an encumbrance on any of the Shares or (B) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Stockholder or any of the Shares, except in the case of (A) or (B) for restrictions on transfer under the Securities Act of 1933, as amended or violations, breaches or defaults that would not in the aggregate materially impair the ability of the Stockholder to perform its obligations hereunder. (e) As of the date hereof, there is no Action pending or, to the knowledge of the Stockholder, threatened against or affecting the Stockholder and/or any of its Affiliates before or by any Governmental Authority that would reasonably be expected to impair the ability of the Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby in a timely manner. (f) The Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement.

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

  • Representations and Warranties of the Stockholders Each Stockholder hereby represents and warrants to Parent as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER Parent and the Purchaser represent and warrant to the Company as follows:

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