AND THE SHAREHOLDERS Sample Clauses

AND THE SHAREHOLDERS. The Shareholders’ obligation to transfer the Shares and the obligations of the Company to take the other actions required to be taken by the Company in advance of or at the Closing Date are subject to the satisfaction, at or prior to the Closing Date, of each of the following conditions (any of which may be waived by the Company and the Shareholders jointly, in whole or in part):

AND THE SHAREHOLDERS. Except as disclosed on the schedules to be delivered by the Company and the Shareholders to Thermal Tennis and the Thermal Tennis Subsidiary on the Closing Date (the “Company Disclosure Schedule”), which Company Disclosure Schedule is incorporated into and should be considered an integral part of this Agreement, the Company represents and warrants to Thermal Tennis and the Thermal Tennis Subsidiary as follows to all Sections, except for Sections 2.1, “Validity of Agreement,” 2.3, “Title,” and 2.31 “Investment Intent,” which Sections are representations and warranties of the Shareholders and/or the Company, as the case may be:

AND THE SHAREHOLDERS. As of the date hereof and as of the Closing Date, Seller and each Shareholder hereby jointly and severally represent and warrant to Purchaser, as follows:

AND THE SHAREHOLDERS. The Company and each of the Shareholders hereby jointly and severally represent and warrant to Purchaser, subject to such exceptions as are specifically disclosed in the disclosure schedule (referencing the appropriate section, subsection, paragraph and subparagraph numbers) supplied by the Company and the Shareholders to Purchaser (the “Disclosure Schedule”) and dated as of the date hereof, as follows:

AND THE SHAREHOLDERS. Except as set forth on the HCI Disclosure Schedule (which shall be delivered to Parent prior to Closing) and as otherwise provided herein, the Shareholders, jointly and severally, represent and warrant to Parent and Acquisition Co. as follows; provided, however, that (i) only the representations and warranties set forth in Sections 3.1 through 3.5 are made, and shall be effective, and true, correct and complete, as of the date hereof (except for any portion of such representation or warranty which expressly speaks as of the Closing or the Closing Date); provided, however, that subject to the following clause (ii), each of the representations and warranties set forth in this Article III shall be effective, and true, correct and complete, as of the Closing; (ii) any representation or warranty set forth in this Article III (other than Sections 3.1 through 3.5) which is discovered prior to the Closing Date to be untrue or incomplete shall not constitute a Breach hereunder and may be cured at Closing pursuant to the HCI Disclosure Schedule notwithstanding the absence of any reference to an exception or a Section of the HCI Disclosure Schedule in the representation or warranty; and (iii) upon the execution of a signature page to this Agreement by HCI Holding Co. on or before the Closing Date, HCI Holding Co. shall be deemed to have made each of the representations and warranties in this Article III as of the date thereof and of the Closing Date (in each case, subject to the provisions of subsections (i) and (ii) above), as if HCI Holding Co. had executed the Agreement on the date hereof:

AND THE SHAREHOLDERS. Notwithstanding any right of Framewaves fully to investigate the affairs of B6 Sigma, Framewaves shall have the right to rely fully upon the representations, warranties, covenants and agreements of B6 Sigma and the Shareholders contained in this Agreement or in any document delivered to Framewaves by B6 Sigma or any of its representatives, in connection with the transactions contemplated by this Agreement. All such representations, warranties, covenants and agreements shall survive the execution and delivery hereof and the Closing hereunder for 12 months following the Closing.

AND THE SHAREHOLDERS. The Officers and Directors of IGT S.A. and certain Shareholders (the "Warranting Shareholders") hereby represent and warrant to INZS that: 2.1

AND THE SHAREHOLDERS. The Operating Company Shareholders’ obligation to transfer the Operating Company Shares and the obligations of the Operating Company to take the other actions required to be taken by the Operating Company in advance of or at the Closing Date are subject to the satisfaction, at or prior to the Closing Date, of each of the following conditions (any of which may be waived by the Operating Company and the Operating Company Shareholders jointly, in whole or in part):

AND THE SHAREHOLDERS. The Seller and the Shareholders, hereby, jointly and severally, represent and warrant to the Buyer as set forth below.

AND THE SHAREHOLDERS. The representations and warranties of CWE(2) and the Shareholders contained herein and in the CWE(2) Shareholder Agreements (as described below) shall be true in all material respects at the Closing Date with the same effect as though made at such time; CWE(2) and the Shareholders shall have in all material respects performed all obligations and complied with all covenants and conditions required by this Agreement and the CWE(2) Shareholder Agreements to be performed or complied with by them at or prior to the Closing Date.