REPRESENTATIONS AND WARRANTIES OF ANCHOR. Except (i) as disclosed in the disclosure schedule delivered by Anchor to Old National concurrently herewith (the “Anchor Disclosure Schedule”); provided, that (a) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (b) the mere inclusion of an item in the Anchor Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Anchor that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect and (c) any disclosures made with respect to a section of this Article III shall be deemed to qualify (1) any other section of this Article III specifically referenced or cross-referenced and (2) other sections of this Agreement to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure applies to such other sections or (ii) as disclosed in any Anchor SEC Reports filed by Anchor since December 31, 2014, and prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature), Anchor hereby represents and warrants to Old National as follows:
REPRESENTATIONS AND WARRANTIES OF ANCHOR. (a) Organization and Corporate Authority. Anchor is a corporation duly organized, validly existing and in good standing under the laws of the Turks and Caicos Islands, British West Indies, and is qualified to do business in all jurisdictions where it is required to do so. Anchor has all requisite corporate power and authority, governmental permits, consents, authorizations, registrations, licenses and memberships necessary to own its property and to carry on its business in the places where such properties are now owned and operated or such business is being conducted. Anchor is not a "U.S. person", as that term is defined in the securities laws and regulations of the United States.
(b) Anchor represents and warrants that it does not have a place of business within the United States.
(c) Anchor represents and warrants that it is an "accredited investor" within the meaning of that term as used in Rule 501 of Regulation D of the Rules and Regulations of the SEC and is capable, through experience and financial strength, to make and understand an investment decision leading to the purchase of the Units of USURF contemplated herein.
(d) Anchor represents and warrants that the Units are being purchased by it solely for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others.
(e) Anchor further consents to the placement of the following legend, or a legend similar thereto, on the certificates representing shares of common stock and the common stock purchase warrants comprising the Units: THESE SECURITIES, AND THE SECURITIES INTO WHICH THEY MAY BE CONVERTED, HAVE BEEN ISSUED IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY REGULATION S PROMULGATED UNDER SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT ANY SUCH PROPOSED TRANSFER IS IN ACCORDANCE WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS.
REPRESENTATIONS AND WARRANTIES OF ANCHOR. Anchor covenants, represents and warrants to AB as follows:
REPRESENTATIONS AND WARRANTIES OF ANCHOR. Without limiting any of its warranties specified in Section 4, Anchor covenants, represents and warrants to AB as follows:
REPRESENTATIONS AND WARRANTIES OF ANCHOR. Anchor --------------------------------------------- represents and warrants as of the date hereof as follows:
(a) The execution, delivery and performance by Anchor of the Reinsurance Documents to which it is a party are within Anchor's corporate powers, have been duly authorized by all necessary corporate action, do not contravene (i) Anchor's articles of incorporation or by-laws or (ii) law or any regulation or contractual restriction binding on or affecting Anchor, and do not result in or require the creation of any Adverse Claim (other than pursuant thereto) upon or with respect to the Separate Accounts or Annuities or any of its properties; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law (other than California Civil Code 3440.1, which has been duly complied with).
(b) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by Anchor of any Reinsurance Document to which it is a party, or for the exercise by ANLIC (Hawaii) of its rights and remedies under any such Reinsurance Document, except for such other filings with and approvals of such Governmental Authorities as have been duly made and obtained prior to the date hereof.
(c) Each Reinsurance Document to which it is a party is the legal, valid and binding obligation of Anchor enforceable against Anchor in accordance with its respective terms. The Reinsurance Documents to which it is a party have been duly executed and delivered by Anchor.
(d) There is no pending or, to the knowledge of Anchor, threatened action or proceeding against or involving any Anchor Party before any court, Governmental Authority or arbitrator that may have a Material Adverse Effect or that purports to affect the legality, validity or enforceability of the Reinsurance Documents.
(e) Schedule 2.01(e) hereof contains true, correct and complete copies of each of the forms of Annuity agreements (including but not limited to the form of each endorsement included in any Annuity) and such forms of Annuity contracts have been furnished to Connecticut General Life Insurance Company in connection with the CG YRT Retrocession Agreement.
(f) Set forth on Schedule 2.01(f) hereto are the CARVM reserve methodology for the Polaris program and for the Pathway program in use by Anchor, as approved by the Arizona Department of Insurance and in use in other applicable jurisdictions.
REPRESENTATIONS AND WARRANTIES OF ANCHOR. Section 13.2. Representations and Warranties of ANLIC (Hawaii) . 29
REPRESENTATIONS AND WARRANTIES OF ANCHOR. Anchor hereby certifies, represents and warrants to the Trustee as of the date hereof and as of the Closing Date that:
REPRESENTATIONS AND WARRANTIES OF ANCHOR. On or prior to the date hereof, Anchor has delivered to ONB a schedule (the “Anchor Disclosure Schedule”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in this Article III or to one or more of its covenants contained in Article V.
REPRESENTATIONS AND WARRANTIES OF ANCHOR. Anchor represents and warrants as follows:
a. Anchor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
c. No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by Anchor of this Agreement or any of the Lease Documents, as amended hereby, to which Anchor is or will be a party.
d. This Agreement and each of the other Lease Documents, as amended hereby, to which Anchor is a party, constitute legal, valid and binding obligations of Anchor, enforceable against Anchor in accordance with their respective terms.
e. Each of the representations and warranties of Anchor set forth in the Lease Documents is true and correct as of the date hereof.
REPRESENTATIONS AND WARRANTIES OF ANCHOR. Anchor represents and warrants as follows:
a. Anchor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
b. The execution, delivery and performance by Anchor of this Agreement, and the Lease Documents, as amended hereby, are within Anchor's power, have been duly authorized by all necessary corporate action and do not contravene (i) Anchor's articles of incorporation or by-laws, or (ii) any law or any contractual restriction binding on or affecting Anchor.
c. No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by Anchor of this Agreement or any of the Lease Documents, as amended hereby, to which Anchor is or will be a party.
d. This Agreement and each of the other Lease Documents, as amended hereby, to which Anchor is a party, constitute legal, valid and binding obligations of Anchor, enforceable against Anchor in accordance with their respective terms.
