REPRESENTATIONS AND WARRANTIES BY PARENT Sample Clauses

REPRESENTATIONS AND WARRANTIES BY PARENT. Parent hereby represents and warrants to Company as follows:
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REPRESENTATIONS AND WARRANTIES BY PARENT. For as long as and to the ---------------------------------------- extent necessary to permit the Stockholder to sell the Parent Shares pursuant to Rule 145 and, to the extent applicable, Rule 144 under the Securities Act ("Rule ---- 144"), Parent shall (a) use its reasonable efforts to (i) file, on a timely --- basis, all reports and data required to be filed with the Commission by it pursuant to Section 13 of the Exchange Act, and (ii) furnish to me upon request a written statement as to whether or not parent has complied with such reporting requirements during the twelve months preceding any proposed sale of the Parent Shares by the Stockholder pursuant to Rule 145, and (b) otherwise use its reasonable efforts to permit such sales pursuant to Rule 145 and Rule 144. Parent hereby represents that it has filed all reports required to be filed with the Commission under Section 13 of the Exchange Act during the preceding twelve months.
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REPRESENTATIONS AND WARRANTIES BY PARENT. For so long as and to the extent necessary to permit the Affiliate to sell Parent Common Stock pursuant to Rule 145 and, to the extent applicable, Rule 144 under the Securities Act, Parent shall use its reasonable efforts to furnish to the Affiliate upon request a written statement as to whether or not Parent has complied with such reporting requirements during the twelve months preceding any proposed sale of Parent Common Stock by the Affiliate pursuant to Rule 145. Parent hereby represents to the Affiliate that it has filed all reports required to be filed with the Commission under Section 13 of the Exchange Act during the preceding twelve months (or such shorter period that Parent has been required to file such reports).
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REPRESENTATIONS AND WARRANTIES BY PARENT. Parent represents and warrants as of the date hereof and as of the Effective Date as follows: 4.1 ORGANIZATION, STANDING AND AUTHORITY OF PARENT AND MERGER SUB. Parent and Merger Sub are corporations duly organized, validly existing and in good standing under the laws of the jurisdiction of their incorporation, and have all requisite corporate power to enter into this Agreement and all of the Ancillary Documents to which they are or will be a party, to perform their obligations hereunder and thereunder, to carry out the transactions contemplated hereby and thereby and to carry on their business as currently being conducted.
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REPRESENTATIONS AND WARRANTIES BY PARENT. Parent hereby represents and warrants to Great American as follows:
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REPRESENTATIONS AND WARRANTIES BY PARENT. Parent hereby represents and warrants to Seller that the statements contained in this ARTICLE 4 are true and correct, except as expressly set forth herein.
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Related to REPRESENTATIONS AND WARRANTIES BY PARENT

  • Representations and Warranties by Seller Seller represents and warrants to Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES BY BUYER Buyer hereby represents and warrant as follows:

  • Representations and Warranties by Purchaser The Purchaser represents and warrants to the Seller that:

  • Representations and Warranties by You You represent and warrant that: 2.1.1 You are an insurance company duly organized and in good standing under the laws of your state of incorporation. 2.1.2 All of your directors, officers, employees, and other individuals or entities dealing with the money and/or securities of the Trust are and shall be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Trust, in an amount not less than $5 million. Such bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. You agree to make all reasonable efforts to see that this bond or another bond containing such provisions is always in effect, and you agree to notify us in the event that such coverage no longer applies. 2.1.3 Each Account is a duly organized, validly existing segregated asset account under applicable insurance law and interests in each Account are offered exclusively through the purchase of or transfer into a "variable contract" within the meaning of such terms under Section 817 of the Internal Revenue Code of 1986, as amended ("Code") and the regulations thereunder. You will use your best efforts to continue to meet such definitional requirements, and will notify us immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. 2.1.4 Each Account either: (i) has been registered or, prior to any issuance or sale of the Contracts, will be registered as a unit investment trust under the Investment Company Act of 1940 ("1940 Act"); or (ii) has not been so registered in proper reliance upon an exemption from registration under Section 3(c) of the 1940 Act; if the Account is exempt from registration as an investment company under Section 3(c) of the 1940 Act, you will use your best efforts to maintain such exemption and will notify us immediately upon having a reasonable basis for believing that such exemption no longer applies or might not apply in the future. 2.1.5 The Contracts or interests in the Accounts: (i) are or, prior to any issuance or sale will be, registered as securities under the Securities Act of 1933, as amended (the "1933 Act"); or (ii) are not registered because they are properly exempt from registration under Section 3(a)(2) of the 1933 Act or will be offered exclusively in transactions that are properly exempt from registration under Section 4(2) or Regulation D of the 1933 Act, in which case you will make every effort to maintain such exemption and will notify us immediately upon having a reasonable basis for believing that such exemption no longer applies or might not apply in the future.

  • REPRESENTATIONS AND WARRANTIES OF PARENT Parent hereby represents and warrants to the Stockholder as follows:

  • Representations and Warranties; Etc Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

  • REPRESENTATIONS AND WARRANTIES OF ACQUIROR Acquiror represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF BUYER Buyer hereby represents and warrants to Seller as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER The Buyer represents and warrants to the Seller as follows:

  • Representations and Warranties of Parties A. Redeveloper represents and warrants to City as follows:

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