Warranting Shareholders definition
Examples of Warranting Shareholders in a sentence
The representations and warranties made by the Warranting Shareholders in this Agreement shall be complete and correct at and as of the Closing Date with the same force and effect as though such representations and warranties had been made at and as of the Closing Date.
DI has not received any notice for assessments for public improvements against any of the Real Properties which remain unpaid except as disclosed in such Schedule 2.17, and, to the knowledge of DI and each of the Warranting Shareholders, no such assessment has been proposed.
To the knowledge of DI and each of the Warranting Shareholders, no claim has been made that any of them infringes the patents, trademarks or other rights of others.
DI will promptly notify CTC in writing of any event or fact which is or is likely to cause a breach of any of the representations, warranties, covenants or agreements of DI and the Warranting Shareholders and shall promptly advise CTC in writing of the occurrence of any condition that is materially adverse to the business, operations, properties, assets or condition (financial or otherwise) of DI.
If any Taxes are required by Laws to be deducted or withheld in connection with such payments, the Company or the Warranting Shareholders, as the case may be, will increase the amount paid so that the full amount of such payments as agreed in this Agreement is equal to the net amount received by the Joint Sponsors and the Underwriting Parties, as applicable.
Except as set forth on Schedule 2.11 of the Disclosure Statement, to the knowledge of DI and each of the Warranting Shareholders, all such receivables were at the Balance Sheet Date and are presently fully collectible in the Ordinary Course of Business except to the extent reserved on the Balance Sheet or since the Balance Sheet Date on DI's books of account.
The representations and warranties of DI, the DI Shareholders and the Warranting Shareholders contained in Article II of this Agreement shall be true and correct in all material respects on the Closing Date with the same force and effect as though such representations and warranties had been made on such date, and CTC shall have received a certificate to such effect with respect to the representations and warranties of DI signed by the Chairman of the Board and President of DI.
Each Warranting Shareholder agrees to hold Internet Now and RMI and its respective officers, directors and agents harmless with respect to any loss, liability, cost or expenses pertaining to any of these taxes related to the compensation payable to the Warranting Shareholders, including any and all interest and penalties associated therewith.
The Company and the Warranting Shareholders consent in respect of any arbitration or litigation proceedings to the giving of any relief by way of injunction or order for specific performance or for the recovery of any property whatsoever or other provisional or protective measures and to its property (irrespective of its use or intended use) being subject to any process for the enforcement of a judgment/award or any process effected in the course or as a result of any action in rem.
If any of the Joint Sponsors or the Underwriting Parties is required by any Authority to pay any Taxes as a result of this Agreement, the Company (or the Warranting Shareholders, as the case may be) will pay an additional amount to such Joint Sponsor or the Underwriting Party so that the full amount of such payments as agreed in this Agreement to be paid to such Joint Sponsor or the Underwriting Party is received by such Joint Sponsor or the Underwriting Party.