ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY Sample Clauses

ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby represents and warrants to each Investor as of the date of this Agreement, except as set forth in the Schedule of Exceptions (the "Schedule of Exceptions") attached to this Agreement as Exhibit C (the sections of which Schedule of Exceptions contain exceptions to and qualifications of the representations and warranties of the Company set forth in the corresponding sections of this Agreement, only to the extent that it is reasonably apparent from the description of such exceptions and qualifications that they reasonably relate to such other sections of this Agreement), as follows:
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ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY. Section 2.1 Organization, Good Standing, Corporate Power and Qualification; Subsidiaries ..............................................................................................................4 Section 2.2 Capitalization ...........................................................................................................5 Section 2.3 Authorization ...........................................................................................................5 Section 2.4 No Conflicts .............................................................................................................6 Section 2.5 Governmental Consents and Filings ........................................................................6 Section 2.6 Litigation ..................................................................................................................6 Section 2.7 Undisclosed Liabilities.............................................................................................6 Section 2.8 Intellectual Property .................................................................................................7 Section 2.9 Title to Units ............................................................................................................8 Section 2.10 Financial Statements ................................................................................................8 Section 2.11 Absence of Certain Changes ....................................................................................9 Section 2.12 Labor and Employment Matters ..............................................................................9 Section 2.13
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY. 6 2.1 Organization of the Company. 6 2.2 Company Capital Structure.
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to Parent and Merger Sub, subject to the exceptions specifically disclosed in writing in the disclosure letter (referencing the appropriate section or subsection; provided, however, that any information set forth in one section of the disclosure letter shall be deemed to apply to each other section or subsection thereof to which its relevance is reasonably apparent) supplied by the Company to Parent dated as of the date hereof (the “Company Disclosure Letter”) and subject to the disclosures set forth in the Company SEC Reports (only to the extent the qualifying nature of such disclosure is readily apparent from such Company SEC Report), as follows:

Related to ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY

  • Representations and Warranties of the Company The Company represents and warrants to each Underwriter that:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANIES (a) Each of the Companies represents and warrants that it is a life insurance company duly organized or existing and in good standing under applicable law and that each of its Accounts, prior to any issuance or sale of any Contracts by such Account and during the term of this Agreement, will be legally and validly established as a separate account pursuant to relevant state insurance law and either: (i) will be registered as a unit investment trust in accordance with the provisions of the 1940 Act; or (ii) will be exempt from such registration.

  • Representation and Warranties of the Company The Company hereby makes the following representations and warranties to the Purchaser:

  • Covenants, Representations and Warranties of the Company The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at the Closing, to the Holders, Lazard Frères & Co. LLC and Lazard Capital Markets LLC, and all such covenants, representations and warranties shall survive the Closing.

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