Representations and Warranties of Company and Members Sample Clauses

Representations and Warranties of Company and Members. Except as set forth in the Company Disclosure Letter which is attached to and incorporated into this Agreement for all purposes (the “Company Disclosure Letter”), the Company and the Members, jointly and severally, represent and warrant to the Buyer as of the Closing Date as follows:

Representations and Warranties of Company and Members. Company and each of the Members, jointly and severally, represent and warrant to LAN and to Merger Sub that the statements contained in this Article IV are correct and complete as of the date of this Agreement and will be correct and complete immediately prior to the Effective Time (as though made then and as though the Effective Time were substituted for the date of this Agreement throughout this Article IV). In the event that, after the date hereof and prior to the Effective Time, any of the statements contained in this Article IV becomes incorrect or incomplete, Company and the Members shall provide notice thereof to LAN and Merger Sub pursuant to §8.02.

Representations and Warranties of Company and Members. Subject to the penultimate exclusions of the last paragraph of Section 9.1 related to Pickford Realty, Ltd., each of Company and Members, jointly and sevexxxxx, xepresent and warrant to Buyer as of the date hereof and as of the Closing Date as follows: Section 4.1 Organization, Standing, etc. Company and its Subsidiaries are limited liability companies duly organized, validly existing and in good standing under the laws of the State of Hawaii and have all requisite power and authority to carry on their respective businesses, to own, lease, operate and hold their respective properties and assets, to enter into the Transaction Documents and to carry out the provisions hereof. The copies of the Articles of Organization, the Operating Agreement and all other documents relating to the formation of Company and its Subsidiaries (the "Charter Documents") which have been delivered to Buyer prior to the execution of this Agreement are true and complete and have not been amended or repealed. Except as set forth on Schedule 4.1(a), Company and its Subsidiaries do not directly or indirectly have (or possess any options or other rights to acquire), nor have they ever had, any direct or indirect ownership interests in any Person. Company and its Subsidiaries do not carry on any activities (including maintaining employees) or hold any property in any jurisdiction other than as listed on Schedule 4.1(b) and, except as indicated on Schedule 4.1(b), are qualified to do business and in good standing in each jurisdiction which would require Company and its Subsidiaries to qualify as a foreign entity in such jurisdiction and in which the failure to so qualify would have a Material Adverse Effect on Company or its Subsidiaries. No other Person has any ownership interest in the Subsidiaries other than Company.

Representations and Warranties of Company and Members. Members, jointly and severally, and Company, jointly and severally with Members, make the following representations and warranties to Buyer, each of which is true and correct on the date hereof and shall survive the consummation of the transactions contemplated hereby for the periods set forth in Section 7.5.

Representations and Warranties of Company and Members. The Company and, to the best knowledge (but without any investigation) of each Member, the Members, severally, hereby represent and warrant to AHC, with the intention that AHC shall rely thereon in performing hereunder, as follows:

Representations and Warranties of Company and Members. The Company and the Members, jointly and severally, represent and warrant to the Buyer as follows: