Representations and warranties of College Business Entities; Commitments Sample Clauses

Representations and warranties of College Business Entities; Commitments. 1、Xxxxxx Xxxxxxx and Xxxxxx severally and jointly represent and warrant to Xxxxxx Xxxxxxxx Group, as of the Signing Date of the Agreement and the Closing Date: (a) Relevant College Business Entities shall be legally entitled to transfer the corresponding Injection Assets to Gaohui Qiangxue Group and complete the Restructuring under the Agreement. (b) There aren't any disputes, controversies or claims in relation to such Injection Assets, College Business Authorized Brands and Trademarks, Systems, Courses, Fixed Assets and Proprietary Premises. (c) The Injection Assets, College Business Authorized Brands and Trademarks, Systems, Courses, Fixed Assets and Proprietary Premises are not pledged, transferred, or guaranteed for or by any third parties (if applicable), nor subject to any third-party rights or restrictions (if applicable). (d) The Injection Assets, College Business Authorized Brands and Trademarks, Systems, Courses, Fixed Assets, Proprietary Premises and remaining businesses are the total businesses, assets, liabilities and personnel in relation to College Business; The Injection Assets, and the rights vested in Xxxxxx Xxxxxxxx Group under the Agreement concerning the Injection Assets, College Business Authorized Brands and Trademarks, Systems, Courses, Fixed Assets and Proprietary Premises, and the assets and rights currently held by Xxxxxx Xxxxxxxx Group constitute the total assets and rights necessary to the operation of College Business by Xxxxxx Xxxxxxxx Group.
Sample 1
AutoNDA by SimpleDocs

Related to Representations and warranties of College Business Entities; Commitments

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION Parent and Acquisition hereby represent and warrant to the Company 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 PARENT AND ACQUISITION SUB Parent and Acquisition Sub represent and warrant to the Company as follows:

  • 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 CONTRIBUTORS Each of the Contributors, severally and not jointly, solely as to itself and not as to any other Contributor, hereby represents and warrants to the Purchaser and ATA as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION CORP Parent and Acquisition Corp. hereby represent and warrant to the Company as follows:

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

  • 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 COMPANY The Company hereby represents and warrants to each Purchaser as follows:

  • REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR The Contributor represents and warrants to and covenants with the Operating Partnership as provided in EXHIBIT E attached hereto, and acknowledges and agrees to be bound by the indemnification provisions contained therein.

Time is Money Join Law Insider Premium to draft better contracts faster.