REPRESENTATIONS AND WARRANTIES OF THE CORPORATION AND THE SHAREHOLDERS Clause Samples

REPRESENTATIONS AND WARRANTIES OF THE CORPORATION AND THE SHAREHOLDERS. The Corporation and the Shareholders hereby jointly and severally make the following representations and warranties, each of which is true and correct on the date hereof and will be true and correct on the Closing Date, and each of which shall survive the Closing Date and the transactions contemplated hereby to the extent set forth in Section 9 hereof.
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REPRESENTATIONS AND WARRANTIES OF THE CORPORATION AND THE SHAREHOLDERS. 2 3.1 Organization, Standing and Qualification . . . . . . . . . . . . . . . . . . . 3 3.2 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 3.3 All Stock Being Acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 3.4
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REPRESENTATIONS AND WARRANTIES OF THE CORPORATION AND THE SHAREHOLDERS. Each of the Corporation and the Shareholders represents and warrants to Buyer that the statements contained in this Section 3 are correct and complete as of the date of execution of this Agreement (the "Signing Date") 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 Signing Date throughout this Section 3.1 with respect to itself, himself or herself, except as set forth in the disclosure schedules delivered by the Corporation and the Shareholders to the Buyer (each a "Schedule," collectively the "Schedules").
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REPRESENTATIONS AND WARRANTIES OF THE CORPORATION AND THE SHAREHOLDERS. The Corporation and the Shareholders, other than the ESOP except with respect to Section 3.38, and the ESOP, with respect to Section 3.38, jointly and severally, (i) represent and warrant that each of the following representations and warranties is true as of the Closing Date with respect to the Shareholders and the Corporation, as the case may be, and (ii) agree that such representations and warranties shall survive the Closing.
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REPRESENTATIONS AND WARRANTIES OF THE CORPORATION AND THE SHAREHOLDERS. The Corporation and the Shareholders, jointly and severally, (a) represent and warrant to WCI that each of the following representations and warranties is true and correct as of the date of this Agreement (the “Signing Date”) and will be true and correct as of the Closing Date with respect to the Shareholders and the Corporation, as the case may be, and (b) agree that such representations and warranties shall survive the Closing as provided in Section 10.4:
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REPRESENTATIONS AND WARRANTIES OF THE CORPORATION AND THE SHAREHOLDERS. The Corporation and the Shareholders jointly and severally represent and warrant to WCI, which representations and warranties will be true and correct as of the Closing Date, as follows:
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REPRESENTATIONS AND WARRANTIES OF THE CORPORATION AND THE SHAREHOLDERS. The Corporation and the Shareholders, jointly and severally, (i) represent and warrant that each of the following representations and warranties is true as of the Closing Date, and (ii) agree that such representations and warranties shall survive the Closing.
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Related to REPRESENTATIONS AND WARRANTIES OF THE CORPORATION AND THE SHAREHOLDERS

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

  • 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 SHAREHOLDERS The Shareholders, individually and separately, represent and warrant as follows:

  • Representations and Warranties of the Company and the Selling Shareholders (a) The Company represents and warrants to each of the Underwriters and the Selling Shareholders as follows: (i) A registration statement on Form S-3 (File No. 333-______) with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "ACT"), and the rules and regulations (the "RULES AND REGULATIONS") of the Securities and Exchange Commission (the "COMMISSION") thereunder and has been filed with the Commission. The Company and the offering and sale of the Shares contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-3. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you or your representatives or are publicly available in accordance with the Rules and Regulations. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462 (b) of the Act, is herein referred to as the "REGISTRATION STATEMENT," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "PROSPECTUS" means the form of prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time the Registration Statement becomes effective is herein referred to as a "

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