Representations and Warranties; Compliance. All representations and warranties made by Borrower in or in connection with this Agreement or any of the other Loan Documents or otherwise made in writing in connection with this Agreement shall be true and correct on the Closing Date, and the Borrower shall have performed all of the promises or undertakings under this Agreement and satisfied all of the conditions of this Agreement that the Borrower was required to perform or to satisfy as of the Closing Date.
Representations and Warranties; Compliance. The representations and warranties of the Seller contained in Article 2 of this Agreement shall be true and correct in all material respects at and as of such Closing as though then made, and the Seller shall have performed and complied in all material respects, with all conditions and agreements required by this Agreement to be performed and complied with by it on or prior to the applicable Closing Date.
Representations and Warranties; Compliance. You represent, warrant and covenants that:
(i) You are, and will remain during the term of this Agreement, a properly licensed and registered broker-dealer under applicable state and federal securities law and a member in good standing of the NASD.
(ii) You will solicit applications for Contracts only through properly licensed insurance agents ("Insurance Agent"), duly appointed by the appropriate Insurance Company. For purposes of this Agreement, all acts and omissions of any Insurance Agent within the scope of this Agreement shall be deemed to be acts or omissions of Broker.
(iii) You are in compliance, and will remain in compliance, with all applicable laws, rules and regulations, including, without limitation, those of the NASD and state and federal securities, banking and insurance laws.
(iv) You have taken and will continue to take the actions appropriate to supervise your representatives and other associated persons to ensure compliance with all applicable laws and regulations.
(v) You will comply, and will cause each Insurance Agent to comply, with any applicable Company policies and procedures, including, without limitation, those regarding replacements of Contracts, as amended from time to time.
(vi) You will not solicit or sell any Contracts in connection with any "market timing" or "asset allocation" program or service, and if the Company determines in its sole discretion that you are soliciting or have solicited Contracts subject to any such program, the Company may take such action it deems necessary to halt such solicitations or sales, and in addition to any indemnification provided in Section 12 of this Agreement and any other liability that you may have, you will be liable to the Company and each underlying funding vehicle affected by any such program, for any damages or losses, actual or consequential, sustained by them as a result of such program.
Representations and Warranties; Compliance. The representations and warranties of Parent contained in Article II hereof shall be true and correct in all respects at and on the Closing Date as if made at and on such date. Parent shall have performed and complied in all respects with all of its agreements set forth herein that are required to be performed by Parent on or before the Closing Date.
Representations and Warranties; Compliance. The representations and warranties of the Company contained in Article II hereof shall be true and correct in all respects. The Company shall have performed and complied in all respects with all of its agreements set forth herein that are required to be performed by the Company on or before the Closing Date.
Representations and Warranties; Compliance. The representations and warranties of each Exchanging Noteholder contained in Article III hereof shall be true and correct in all respects. Each Exchanging Noteholder shall have performed and complied in all respects with all of its agreements set forth herein that are required to be performed by such Exchanging Noteholder on or before the Closing Date.
Representations and Warranties; Compliance. The representations and warranties of each Contributing Shareholder contained in Article 3 hereof shall be true and correct in all respects at and on the Closing Date as if made at and on such date (other than the representations by each of the Current Kxxxxxx Shareholders in Section 3.7, which shall be true and correct in all respects as of the date hereof and as of the date upon which such Current Kxxxxxx Shareholders transfers their Conversion Shares to Richmond CP). Each Contributing Shareholder shall have performed and complied in all respects with all of its agreements set forth herein that are required to be performed by it on or before the Closing Date.
Representations and Warranties; Compliance. All representations and warranties made by Borrowers in this Agreement or any of the other Loan Documents and by the Guarantors in the Incorporated Guaranty shall be true and correct in all material respects on and as of the date of such advance with the same force and effect as though such representations and warranties had been made on and as of the date of such advance. All of the agreements, terms, covenants, and conditions required by this Agreement to be complied with and performed by Borrowers prior to the date of such advance shall have been complied with and performed.
Representations and Warranties; Compliance. All representations and warranties made by Borrower in this Agreement or any of the other Loan Documents shall be true and correct in all material respects on and as of the date of such advance with the same force and effect as though such representations and warranties had been made on and as of the date of such advance. All of the agreements, terms, covenants, and conditions required by this Agreement to be complied with and performed prior to the date of such advance by Borrower shall have been complied with and performed.
Representations and Warranties; Compliance. The representations and warranties of Ultrak in this Agreement shall have been true and correct in all material respects on and as of the Signing Date and shall be true and correct in all material respects as of the Closing Date as though 28 made on and as of the Closing Date, and the covenants and agreements of Ultrak in this Agreement shall have been complied with in all material respects. On the Closing Date, Ultrak will provide MDI with a Certificate of Compliance in the form of Exhibit 9.01.
