Representations and Warranties of the Company and the Subsidiaries Clause Samples

Representations and Warranties of the Company and the Subsidiaries. The Company and the Subsidiaries, jointly and severally, make the following representations and warranties to Buyer:

Representations and Warranties of the Company and the Subsidiaries. The Company and each Subsidiary jointly and severally represent and warrant to the Registered Holder as of the date of this Debenture, as follows: (a) The Company and each Subsidiary is a corporation duly organized, existing and in good standing under the laws of its state of incorporation and has the corporate power to conduct the business which it conducts and proposes to conduct. (b) The execution, delivery and performance of the Securities by the Company and each Subsidiary has been duly approved by each corporation's Board of Directors and all other actions required to authorize and effect the offer and sale of the Securities have been duly taken and approved. (c) The Securities have been duly and validly authorized. The Securities, when issued and paid for in accordance with the terms hereof, will be fully paid and non-assessable and valid and binding obligations of the Company and each Subsidiary enforceable in accordance with their respective terms. (d) The Company and each Subsidiary has obtained all licenses, permits and other governmental authorizations necessary to the conduct of its business; such licenses, permits and other governmental authorizations obtained are in full force and effect; and the Company and each Subsidiary is in all material respects complying therewith. (e) Neither the Company nor a Subsidiary knows of any pending or threatened legal or governmental proceedings to which it is a party which could materially adversely affect the business, property, financial condition or operations of the Company or a Subsidiary. (f) Except as set forth in the Memorandum, neither the Company nor a Subsidiary is in violation of or default under, nor will the execution and delivery of the Securities and the incurrence of the obligations herein and therein set forth and the consummation of the transactions herein or therein contemplated, result in a violation of, or constitute a default under the certificate of incorporation or by-laws, the performance or observance of any material obligations, agreement, covenant or condition contained in any bond, debenture, note or other evidence of indebtedness or in any material contract, indenture, mortgage, loan agreement, lease, joint venture or other agreements or instrument to which the Company or a Subsidiary is a party or by which it or any of its properties may be bound or in violation of any material order, rule, regulation, writ, injunction or decree of any government, governmental instrumentalit...

Representations and Warranties of the Company and the Subsidiaries. The Company represents and warrants to Parent and Merger Sub as follows (in each case as qualified by matters reflected on the disclosure schedule dated as of the date of this Agreement and delivered by the Company to Parent on or prior to the date of this Agreement (the “Company Disclosure Schedule”) (with each reference to such disclosure schedule qualifying the referenced representation and warranty to the extent specified therein and such other representations and warranties contained herein (regardless of whether or not such representation or warranty contains a reference to such disclosure schedule) to the extent a matter in such disclosure schedule is disclosed in such a way as to make its relevance to the information called for by such other representation or warranty readily apparent on its face)):

Representations and Warranties of the Company and the Subsidiaries. The Company represents and warrants, and each Subsidiary represents and warrants as to itself, to the Purchasers as of the Closing Date that:

Representations and Warranties of the Company and the Subsidiaries. The Company, for and in respect of itself and, where indicated, for and in respect of its Subsidiaries, represents and warrants to, and agree with, EarthLink and Combination Company as follows, subject to any exceptions specified in the Disclosure Schedule of the Company provided to EarthLink on the date hereof (the "COMPANY DISCLOSURE SCHEDULE"); it being understood and agreed that the Company may cross reference disclosures within the Company Disclosure Schedule:

Representations and Warranties of the Company and the Subsidiaries. The Company and each Subsidiary hereby represent and warrant to the Purchaser as follows (For the purposes of this Article VI, unless the context otherwise requires or as otherwise provided, “Company” shall mean the Company and the Subsidiaries that are designated as “Active” on Exhibit 6.19 hereto, and any Exhibits in relation to this Article VI shall specifically indicate matters that relate to such designated Subsidiaries):

Representations and Warranties of the Company and the Subsidiaries. The Company and the Subsidiaries jointly and severally represent and warrant to and for the benefit of Purchaser as follows:

Representations and Warranties of the Company and the Subsidiaries. The Company and each Subsidiary represents and warrants to and agrees with the Initial Purchasers as follows: a. Each of the Preliminary Offering Memorandum and the Offering Memorandum as of its respective date did not, and the Offering Memorandum as of the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company and the Subsidiaries make no representation or warranty as to information contained in or omitted from the Preliminary Offering Memorandum or the Offering Memorandum in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Initial Purchasers specifically for inclusion in the Preliminary Offering Memorandum or the Offering Memorandum. b. Assuming the Initial Notes are issued, sold and delivered under the circumstances contemplated by the Offering Memorandum and this Agreement, that the representations and warranties and covenants of the Initial Purchasers contained in Section 4 hereof are true, correct and complete, and that the Initial Purchasers comply with their covenants in Section 4 hereof, (i) registration under the Securities Act of the Initial Notes or qualification of the Indenture in respect of the Initial Notes under the Trust Indenture Act of 1939, as amended (the "TRUST INDENTURE ACT"), is not required in connection with the offer and sale of the Initial Notes to the Initial Purchasers in the manner contemplated by the Offering Memorandum or this Agreement and (ii) initial resales of the Initial Notes by the Initial Purchasers on the terms and in the manner set forth in the Offering Memorandum and Section 4 hereof are exempt from the registration requirements of the Securities Act. c. No securities of the same class (within the meaning of Rule 144A(d)(3) under the Securities Act) as the Initial Notes are listed on any national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") or quoted on an automated inter-dealer quotation system. d. Neither the Company nor any affiliate (as defined in Rule 501(b) of Regulation D under the Securities Act ("REGULATION D")) of the Company has, directly or through any agent (provided that no representation is made as to the Initial Purchasers or any person acting on their behalf), (...

Representations and Warranties of the Company and the Subsidiaries. The Company hereby represents and warrants to Parent and the Merger Subs that the statements contained in this Article 3 are correct and complete as of the Agreement Date except as otherwise set forth in the schedules prepared by the Company and attached to this Agreement (the “Disclosure Schedules”), which Disclosure Schedules are incorporated by reference herein. The Disclosure Schedules shall be arranged in Sections corresponding to the numbered and lettered Sections of this Article 3, and the disclosures in any Section of the Disclosure Schedules shall provide information regarding, and qualify only, the corresponding numbered and lettered Section of this Article 3, unless and to the extent that (a) cross references to other Sections are set forth in the Disclosure Schedules or (b) it is reasonably apparent by the face of the disclosure that such disclosure qualifies one or more of the numbered or lettered Sections of this Article 3. For purposes of this Agreement, a document shall be deemed to have been “made available” to Parent only if it has been posted in the electronic data site maintained on the “Datasite” cloud platform on behalf of the Company in connection with the Mergers (the “Virtual Data Room”) no later than two (2) Business Days prior to the Agreement Date (and has not been subsequently removed or modified prior to the Agreement Date).