REPRESENTATIONS AND WARRANTIES OF ISI. ISI hereby represents and warrants to ISH on the date of this Agreement and again on and as of the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES OF ISI. ISI represents, warrants and agrees as follows: ISI
(i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by the Advisory Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by the Advisory Agreement; (iv) has the authority to enter into and perform the services contemplated by the Advisory Agreement and has the authority to enter into this Agreement; (v) will promptly notify Scottish Equitable of the occurrence of any event that would disqualify ISI from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) will notify Scottish Equitable, to the extent possible, within a reasonable period of time prior to any termination of this Agreement pursuant to Section 10 which arises from a termination of the Advisory Agreement (including any termination by assignment resulting from a foreseeable change in control of ISI that is a matter of public information).
REPRESENTATIONS AND WARRANTIES OF ISI. ISI represents and warrants that (i) it is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the Securities Act; (ii) it is acquiring the Shares for investment for ISI’s own Portions of this Exhibit were omitted, as indicated by [***], and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, without prejudice, however, to ISI’s right to at all times to sell or otherwise dispose of any or all of the Shares so issued in compliance with applicable federal and state securities laws and (iii) it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of such Shares.
REPRESENTATIONS AND WARRANTIES OF ISI. As of the Effective Date, ISI represents and warrants to Alphatec as follows:
7.1.1 the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate ISI actions;
7.1.2 this Agreement is a legal and valid obligation binding upon ISI and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with any agreement, instrument or understanding to which ISI is a party or by which it is bound;
REPRESENTATIONS AND WARRANTIES OF ISI. ISI represents and warrants to the Parent that:
REPRESENTATIONS AND WARRANTIES OF ISI. As an inducement to Ispat and Merger Sub to enter into this Agreement, ISI hereby represents and warrants to Ispat and Merger Sub as follows:
REPRESENTATIONS AND WARRANTIES OF ISI. 9 3.1 CORPORATE..............................................................................9 3.2
REPRESENTATIONS AND WARRANTIES OF ISI. ISI represents and warrants to AMC on the date hereof and on the date of the Closing as follows:
REPRESENTATIONS AND WARRANTIES OF ISI. Subject to the exceptions set forth in the letter delivered by ISI to T5 and the Shareholders concurrently herewith (the "ISI EXCEPTIONS LETTER"), attached hereto as Exhibit F, ISI hereby represents and warrants to T5 and the Shareholders, as of the date hereof and as of the Closing Date, that:
REPRESENTATIONS AND WARRANTIES OF ISI. 5 2.1 Organization and Standing; Qualification; Articles and Bylaws.................................................... 5 2.2
