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:
Appears in 1 contract
Sources: Stock Purchase Agreement (Golder Thoma Cressey Rauner Inc)
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:
Appears in 1 contract
Sources: Stock Purchase Agreement (Global Imaging Systems Inc)