REPRESENTATIONS AND WARRANTIES OF PARENT COMPANIES Sample Clauses

REPRESENTATIONS AND WARRANTIES OF PARENT COMPANIES. Each of the Parent Companies represents and warrants to the Company as follows:
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REPRESENTATIONS AND WARRANTIES OF PARENT COMPANIES. The Parent Companies hereby represent and warrant to the Company, and the Company in agreeing to consummate the transactions contemplated by this Agreement have relied on such representations and warranties, that:
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REPRESENTATIONS AND WARRANTIES OF PARENT COMPANIES. For purposes of the representations and warranties in this Article III, unless the context clearly indicates otherwise, all representations and warranties concerning Parent shall mean Parent and all of its Subsidiaries taken together as a whole. Except as disclosed in a document dated as of the date hereof referring specifically to the representations, warranties or covenants in this Agreement that reasonably identifies the basis for an exception to a representation, warranty or covenant in this Agreement and that is delivered by the Parent to the Company prior to the execution of this Agreement (the "PARENT SCHEDULES"), Parent represents and warrants to the Shareholders as of the date of this Agreement and as of the Closing as set forth below.
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REPRESENTATIONS AND WARRANTIES OF PARENT COMPANIES. AND SUB Section 2.1 Organization, Standing and Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Section 2.2 Capital Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 2.3 Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Section 2.4 Consents and Approvals; No Violation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 2.5 SEC Documents and Other Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Section 2.6 Registration Statement and Joint Proxy Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Section 2.7 Absence of Certain Changes or Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Section 2.8
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Related to REPRESENTATIONS AND WARRANTIES OF PARENT COMPANIES

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

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

  • Representations and Warranties of the Parent The Parent hereby represents and warrants to the Shareholder 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 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 PURCHASER Parent and Purchaser represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND BUYER Parent and Buyer hereby jointly and severally represent and warrant to the Sellers that:

  • 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 Company The Company represents and warrants to each Underwriter that:

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