Representations and Warranties of the Company and Stockholders Sample Clauses
The "Representations and Warranties of the Company and Stockholders" clause sets out the specific statements of fact and assurances that the company and its stockholders make to the other party, typically in a transaction such as a merger or acquisition. These statements may cover the company's financial condition, ownership of assets, compliance with laws, and absence of undisclosed liabilities, among other matters. By providing these representations and warranties, the company and stockholders give the buyer confidence in the accuracy of key information and allocate risk if any of the statements prove to be untrue, thereby facilitating trust and transparency in the transaction.
Representations and Warranties of the Company and Stockholders. The COMPANY and the STOCKHOLDERS jointly and severally represent and warrant that all of the following representations and warranties in this Section 5(A) are true at the date of this Agreement and, subject to Section 7.8 hereof, shall be true on the Closing Date and on the Funding and Consummation Date, and that such representations and warranties shall survive the Funding and Consummation Date for a period of 12 months (the last day of such period being the "Expiration Date"), except that (i) the warranties and representations set forth in Section 5.22 hereof shall survive until such time as the limitations period has run for all Tax periods ended on or prior to the Funding and Consummation Date, which shall be deemed to be the Expiration Date for Section 5.22 and (ii) solely for purposes of determining whether a claim for indemnification under Section 11.1(iii) hereof has been made on a timely basis, and solely to the extent that in connection with the IPO, PARENT actually incurs liability under the 1933 Act, the 1934 Act, or any other federal or state securities laws, the representations and warranties set forth herein shall survive until the expiration of any applicable limitations period, which shall be deemed to be the Expiration Date for such purposes. For purposes of this Section 5, the term COMPANY includes any and all of its subsidiaries unless the context expressly requires otherwise.
Representations and Warranties of the Company and Stockholders. The representations and warranties of the Company and Stockholders, respectively, with respect to this Agreement and the transactions contemplated hereby are set forth in the Stock Purchase Agreement.
Representations and Warranties of the Company and Stockholders. In making the representations and warranties set forth below, the term "material" shall be deemed to mean an amount of money greater than EXECUTION COPY $50,000, the terms "material adverse change," "material adverse trend," "material adverse effect," "materially affect," or any other term of like import shall mean the occurrence of any single event, or any series of related events, or set of related circumstances, which proximately causes an actual, direct economic loss to the Company, taken as a whole, in excess of $50,000 per occurrence or $100,000 in the aggregate. The term "knowledge" shall (i) mean actual knowledge of the applicable party, individually, after reasonable investigation and (ii) be deemed to exist with respect to any matter for which a reserve was provided for in the Company's financial statements, regardless of whether the reserve is sufficient to cover any loss in respect of such matter. Subject to the foregoing, in connection with the transactions contemplated by this Agreement, the Company and the Stockholders represent and warrant jointly and severally with respect to matters relating to the Company, and each Stockholder represents and warrants severally but not jointly with respect to matters relating to such Stockholder and the Company Shares held by such Stockholder, as set forth in this Article III:
Representations and Warranties of the Company and Stockholders. The Company and each Stockholder represents and warrants to Purchaser as follows:
Representations and Warranties of the Company and Stockholders. As a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated hereby, the Company and the Stockholders jointly and severally hereby make to Buyer the representations and warranties contained in this Section 2.
Representations and Warranties of the Company and Stockholders. Jetcast and each of the Stockholders hereby, jointly and severally, represent and warrant to Lenco and Merger Sub as follows:
Representations and Warranties of the Company and Stockholders. 10 3.1 Capitalization......................................................................10 3.2
Representations and Warranties of the Company and Stockholders. Except as disclosed in the Disclosure Schedule by reference to the specific section or subsections to which a disclosure pertains, the Company and each of the Stockholders (to their knowledge in the case of the Stockholders, except for Stockholders ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇), jointly and severally, represent and warrant to Buyer as follows:
Representations and Warranties of the Company and Stockholders. The Company and the Stockholders hereby jointly and severally represent and warrant to CUI that, except as set forth in the written disclosure schedule delivered on or prior to the date hereof by the Company to CUI that is arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article II (the "Company Disclosure Schedule"):
Representations and Warranties of the Company and Stockholders. The Company and the Stockholders, jointly and severally, represent and warrant to Merger Sub and Grace that the statements contained in this Section 4 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 were substituted for the date of this Agreement throughout this Section 4), except as set forth in the disclosure schedule accompanying this Agreement and initialed by the Parties (the "Disclosure Schedule"). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 4.