REPRESENTATIONS AND WARRANTEES OF THE COMPANY Sample Clauses

REPRESENTATIONS AND WARRANTEES OF THE COMPANY. The Company hereby represents and warrants to each Investor that, except as set forth on the schedule of exceptions attached as Exhibit C (the "Schedule of Exceptions"):
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REPRESENTATIONS AND WARRANTEES OF THE COMPANY. Subject to the letter of the Company, dated the date hereof and addressed to the Parent and Merger Sub (the "Company Disclosure Letter"), the Company hereby represents and warrants to the Parent and Merger Sub that:
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REPRESENTATIONS AND WARRANTEES OF THE COMPANY. SECTION 4.1. Organization and Qualifications; Subsidiaries 11 SECTION 4.2. Articles of Incorporation and Bylaws 12 SECTION 4.3. Capitalization 12 SECTION 4.4. Authority Relative to This Agreement 14 SECTION 4.5. No Conflict; Required Filings and Consents; Certain Contracts 14 SECTION 4.6. Compliance 15 SECTION 4.7. SEC Reports and Financial Statements 15 SECTION 4.8. Absence of Certain Changes or Events 16 SECTION 4.9. Litigation 16 SECTION 4.10. Information Statement 16 SECTION 4.11. Employee Benefit Plans 17 SECTION 4.12. Labor and Employment Matters 18 SECTION 4.13. Vote Required 18 SECTION 4.14. Opinion of Financial Advisor 19 SECTION 4.15. Brokers 19 SECTION 4.16. Taxes 19 SECTION 4.17. Licenses and Permits 20 SECTION 4.18. Title to Assets 21 SECTION 4.19. Material Contracts 21 SECTION 4.20. Intellectual Property Rights 22 SECTION 4.21. State Takeover Statutes Inapplicable 23 SECTION 4.22. Rights Agreement 23 SECTION 4.23. Year 2000 23 SECTION 4.24. Insurance 24 SECTION 4.25. Environmental Matters 24 ARTICLE V REPRESENTATIONS AND WARRANTEES OF THE PARENT AND MERGER SUB SECTION 5.1. Organization and Qualifications; Subsidiaries 26 SECTION 5.2. Certificate of Incorporation and Bylaws 26 SECTION 5.3. Authority Relative to This Agreement 26 SECTION 5.4. No Conflict 27 SECTION 5.5. Offer Documents 27 SECTION 5.6. Board Approval 27 SECTION 5.7. Vote Required 28 SECTION 5.8. No Arrangements Triggering Section 302A.673 of the MBCA 28 SECTION 5.9. Merger Sub 28 SECTION 5.10. Financing 28
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REPRESENTATIONS AND WARRANTEES OF THE COMPANY. The Company hereby represents and warrants to the Purchaser as follows:
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REPRESENTATIONS AND WARRANTEES OF THE COMPANY. The Company hereby represents and warrants to the Consultant that:
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Related to REPRESENTATIONS AND WARRANTEES OF THE COMPANY

  • Representations and Warranties of the Employee The Employee represents and warrants to the Company as follows:

  • Representations and Warranties of the Executive The Executive represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP The Partnership represents and warrants to each Purchaser as follows:

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

  • Representations and Warranties of the Partnership Parties The Partnership Parties, jointly and severally, represent and warrant to, and agree with, each of the Underwriters 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.

  • REPRESENTATIONS AND WARRANTIES OF THE PARENT PARTIES The Parent Parties hereby jointly and severally represent and warrant to the Company Parties as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES Except (a) as set forth in the disclosure letter prepared by the Company and delivered to the Parent Parties at or prior to the execution and delivery of this Agreement (the “Company Disclosure Letter”) (it being acknowledged and agreed that disclosure of any item in any section or subsection of the Company Disclosure Letter shall be deemed disclosed with respect to the section or subsection of this Agreement to which it corresponds and any other section or subsection of this Agreement to the extent the applicability of such disclosure to such other section or subsection of this Agreement is reasonably apparent on its face (it being understood that to be so reasonably apparent on its face, it is not required that the other section or subsection of this Agreement be cross-referenced); provided, that nothing in the Company Disclosure Letter is intended to broaden the scope of any representation or warranty of the Company Parties made herein), or (b) as disclosed in the Company SEC Documents publicly filed with, or furnished to the SEC since January 1, 2019 and prior to the date of this Agreement and available on the SEC’s Electronic Data Gathering and Retrieval System (excluding any information or documents incorporated by reference therein, or filed as exhibits thereto, and excluding any disclosures contained in such documents under the headings “Risk Factors” or “Forward Looking Statements” or any other disclosures contained or referenced therein to the extent they are cautionary, predictive or forward-looking in nature), and then only to the extent that the relevance of any disclosed event, item or occurrence in such Company SEC Documents to a matter covered by a representation or warranty set forth in this Article IV is reasonably apparent on its face, the Company Parties hereby jointly and severally represent and warrant to the Parent Parties that:

  • Representations and Warranties of the Corporation The Corporation hereby represents and warrants to the Purchaser as follows:

  • Representations and Warranties of the Parent The Parent hereby represents and warrants to the Shareholder as follows:

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