REPRESENTATIONS AND WARRANTIES OF THE EQUITYHOLDERS Clause Samples

REPRESENTATIONS AND WARRANTIES OF THE EQUITYHOLDERS. Each Equityholder, severally but not jointly as to any other Equityholder, represents and warrants to the Company that:

REPRESENTATIONS AND WARRANTIES OF THE EQUITYHOLDERS. Each Equityholder represents and warrants to ▇▇▇▇.▇▇▇, severally and not jointly, as follows:

REPRESENTATIONS AND WARRANTIES OF THE EQUITYHOLDERS. Each Equityholder hereby represents and warrants to Parent and Merger Sub as follows: (a) Such Equityholder, if it is an entity, has all requisite power and authority or, if such Equityholder is an individual, has the legal capacity, to execute and deliver this Agreement and to consummate the transactions contemplated hereby. If such Equityholder is a corporation, limited partnership, or limited liability company, such Equityholder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized, or constituted. (b) This Agreement has been duly executed and delivered by such Equityholder and constitutes a legal, valid and binding obligation of such Equityholder, enforceable against such Equityholder in accordance with its terms, subject to bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights. (c) Such Equityholder has full voting power, with respect to the Owned Securities, and full power of disposition, full power to issue instructions with respect to the matters set forth herein, and full power to agree to all of the matters set forth in this Agreement, in each case with respect to all of its Owned Securities, with no restrictions on such Equityholder’s right and powers of voting or disposition pertaining thereto and no person not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the Owned Securities (other than, if such Equityholder is a married individual and resides in a state with community property laws, the community property interest of his or her spouse to the extent applicable under such community property laws, which spouse hereby consents to this Agreement by executing the spousal consent attached hereto as Exhibit B). The Owned Securities held by such Equityholder are not subject to any proxy, voting trust or other agreement, arrangement or restriction with respect to the voting of such Owned Securities. (d) There is no Action pending or, to the knowledge of such Equityholder, threatened against such Equityholder at law or equity before or by any Governmental Authority that could reasonably be expected to impair or materially delay the performance by such Equityholder of its obligations under this Agreement or otherwise adversely impact such Equityholder’s ability to perform its obligatio...

REPRESENTATIONS AND WARRANTIES OF THE EQUITYHOLDERS. Each of the Equityholders hereby severally, and not jointly, represents and warrants to Buyer with respect to himself, herself or itself, that the following statements are true and correct as of the date of this Agreement:

REPRESENTATIONS AND WARRANTIES OF THE EQUITYHOLDERS. Each Equityholder, severally and not jointly, represents and warrants to, and for the benefit of, Parent and Purchaser as follows:

REPRESENTATIONS AND WARRANTIES OF THE EQUITYHOLDERS. REGARDING THE COMPANIES The Equityholders, jointly and severally, represent and warrant to Purchaser and IBP that the statements contained in this Section 5 are true, complete and correct as of the date hereof, except as set forth in the Schedules. The Schedules shall not be deemed adequate to disclose an exception to a representation or warranty unless the Schedule identifies the exception with particularity and describes the relevant facts in detail.

REPRESENTATIONS AND WARRANTIES OF THE EQUITYHOLDERS. The Seller and each of the Equityholders (severally, but not jointly) represent and warrant to the Buyer, except as expressly set forth on the Company’s disclosure schedules attached hereto as Exhibit D (the “Disclosure Schedule”): 2.1

REPRESENTATIONS AND WARRANTIES OF THE EQUITYHOLDERS. 28 SECTION 6.1 Authorization.....................................................................28 SECTION 6.2 Ownership.........................................................................28

REPRESENTATIONS AND WARRANTIES OF THE EQUITYHOLDERS. As a material inducement to MDTO to enter into and perform under this Agreement, SELLER and each of the Equityholders, jointly represents and warrants to MDTO the following: