Reinsurer Fundamental Representations Sample Clauses

Reinsurer Fundamental Representations. (other than the Reinsurer Fundamental Representation set forth in the second sentence of Section 4.03) shall be true and correct in all respects as of the date hereof and as of the Closing Date as if made on the Closing Date, (ii) the Reinsurer Fundamental Representation set forth in the second sentence of Section 4.03 shall be true and correct (other than in de minimis respects) as of the date hereof and as of the Closing Date as if made on the Closing Date, (iii) the other representations and warranties of the Reinsurer contained in Article IV shall be true and correct (without giving effect to any limitations as to materiality or Reinsurer Material Adverse Effect set forth therein) as of the date hereof and as of the Closing Date as if made on the Closing Date (other than any representation or warranty expressly made as of another date, which representation or warranty shall have been true and correct as of such date), except where the failure of such representations and warranties, individually or in the aggregate, to be true and correct has not had a Reinsurer Material Adverse Effect, (iv) the covenants contained in this Agreement to be complied with by the Reinsurer or its Affiliates at or before the Closing shall have been complied with in all material respects and (v) the Ceding Company shall have received a certificate of the Reinsurer dated as of the Closing Date to such effect signed by a duly authorized executive officer of the Reinsurer.
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Related to Reinsurer Fundamental Representations

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

  • Mutual Representations Each party hereby represents and warrants to the other party as follows:

  • Additional Representations Section 3 is hereby amended by adding at the end thereof the following Subparagraphs:

  • REPRESENTATIONS AND AGREEMENTS OF EXECUTIVE (a) Executive represents and warrants that he is free to enter into this Agreement and to perform the duties required hereunder, and that there are no employment contracts or understandings, restrictive covenants or other restrictions, whether written or oral, preventing the performance of his duties hereunder.

  • Representations of Executive Executive represents and warrants to the Company that he has the legal right to enter into this Agreement and to perform all of the obligations on his part to be performed hereunder in accordance with its terms and that he is not a party to any agreement or understanding, written or oral, which prevents him from entering into this Agreement or performing all of his obligations hereunder. In the event of a breach of such representation or warranty on Executive’s part or if there is any other legal impediment which prevents him from entering into this Agreement or performing all of his obligations hereunder, the Company shall have the right to terminate this Agreement forthwith in accordance with the same notice and hearing procedures specified above in respect of a termination by the Company for Cause pursuant to Section 3 and shall have no further obligations to Executive hereunder. Notwithstanding a termination by the Company under this Section 8.12, Executive’s obligations under Section 6 shall survive such termination.

  • Investment Representations (i) The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

  • General Representations Each Party hereby represents and warrants to the other Party as follows:

  • Financial Representations Included with the Pubco SEC Documents are true, correct, and complete copies of audited balance sheets for Pubco dated as of December 31, 2009 and unaudited balance sheets for Pubco dated as of June 30, 2010. (the “Pubco Accounting Date”), together with related statements of income, cash flows, and changes in shareholder’s equity for the fiscal year and interim period then ended (collectively, the “Pubco Financial Statements”). The Pubco Financial Statements:

  • Collateral Representations No Person other than the Credit Parties, owns or has other rights in the Collateral, and the Collateral is valid and genuine Collateral, free from any Lien of any kind, other than the Lien of Lender and Permitted Liens.

  • Additional Representation Section 3 is amended by the addition at the end thereof of the following additional representations (provided that the representation in Section 3(h) will be made by Party A only):

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