REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDER Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDER. The Company and the Shareholder represent and warrant, jointly and severally to each of the Sellers that now and/or as of the Closing:

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDER. Each of the Company and the Shareholder jointly and severally represent and warrant to the Purchaser as follows:

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDER. The Company and the Shareholder severally and not jointly represent and warrant to the Southland Purchasers, the Purchaser and F-Jotan that: (a) The Company is a corporation duly organized and existing and in good standing under the laws of its state of incorporation and is qualified or licensed to do business in all other countries, states, and jurisdictions the laws of which require it to be so qualified or licensed. The Company has no Subsidiaries (other than Southland) or debt or equity investment in any Person. Giving effect to the transactions contemplated herein, the Shareholder owns beneficially and of record the number of shares in the aggregate of the issued and outstanding capital stock or stock equivalents of the Company on a fully converted and diluted basis as of the Closing Date set forth under the signature of such Shareholder on this Agreement, all being free and clear of all liens, claims and encumbrances. Other than the Southland Purchasers, the Purchaser and F-Jotan, and, except any other stock issuable under any employee or director stock plan which constitutes Permitted Stock, no Person has any rights, whether granted by the Company or any other Person, to acquire any portion of the equity interest of the Company or the assets of the Company. (b) Each of the Company and the Shareholder has, and at all times that this Agreement is in force will have, the right and power, and is duly authorized, to enter into, execute, deliver, and perform this Agreement, the Shareholder Agreement, and, in the case of the Company, the First Supplemental Warrant, and the officers of Company executing and delivering this Agreement, the Shareholder Agreement, and the First Supplemental Warrant are duly authorized to do so. This Agreement, the Shareholder Agreement, and the First Supplemental Warrant have been duly and validly executed, issued, and delivered and constitute the legal, valid, and binding obligations of Company and the Shareholder, enforceable in accordance with their respective terms. (c) The execution, delivery, and performance of this Agreement, the Shareholder Agreement, and the First Supplemental Warrant will not, by the lapse of time, the giving of notice, or otherwise, constitute a violation of any applicable provision contained in the charter, bylaws, or organizational documents of the Company or contained in any agreement, instrument, or document to which the Company or the Shareholder is a party or by which any of them is bound. (d) ...

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDER. A. The Company hereby represents and warrants to the Shareholder that it (i) has duly authorized the 2000 Plan and, subject to relevant market and other factors and conditions affecting the Company in the good faith judgment of its Board of Directors, the Company will make bona fide efforts, during the operation of the 2000 Plan, to effect the 2000 ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇suant to the 2000 Plan and (ii) is currently authorized to spend up to $5.0 Million on the 2000 ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇suant to the 2000 Plan. B. The Shareholder hereby represents and warrants to the Company that, as of the date hereof, the total number of shares of Common Stock of which the Shareholder or any of its Affiliates or Associates has Beneficial Ownership is 861,854 shares (as such share ownership may be affected from time to time by stock splits, stock dividends, reverse splits or any other such matter affecting all shareholders equally, the "Current Shareholder Position").

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDER. The Company and the Shareholder, jointly and severally, represent and warrant to Vision 21 that the following are true and correct as of the date hereof, and shall be true and correct through the Closing Date as if made on that date; when used in this Section 3, the term "best knowledge" shall mean in the case of the Company the best knowledge of those individuals listed on Schedule 3:

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDER. The Company and the Shareholder hereby represent and warrant to the Purchaser as of the date of this Agreement and at each Closing as follows:

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDER. The Company and the Shareholder, jointly and severally, hereby represent and warrant to the Parent and Merger Sub as follows:

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDER. The Company and the Shareholder jointly and severally represent and warrant, to and for the benefit of the Indemnitees, as follows:

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDER. Except as set forth in the correspondingly numbered Section of the Disclosure Schedules, the Company and the Shareholder jointly and severally represent and warrant to 4Front and Merger Sub that the statements contained in this Article III are true and correct as of the date hereof.