REPRESENTATIONS AND WARRANTIES OF SELLER AND COMPANY. Seller and Company represent and warrant to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND COMPANY. As an inducement to Buyer to enter into this Agreement, Seller and Company, jointly and severally, represent and warrant to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND COMPANY. Subject to the exceptions set forth in the Schedules to this Agreement, Seller and Company, as applicable, hereby represent and warrant to Acquiror as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND COMPANY. The Seller ---------------------------------------------------- hereby, jointly and severally, and the Company, severally, as to Sections 4.1, 4.2 and 4.3 and only with respect to itself, represents and warrants to, and agrees with, the other parties hereto as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND COMPANY. Seller and Company represents and warrants to Purchaser, as of the Effective Time and the Closing Date, that:
REPRESENTATIONS AND WARRANTIES OF SELLER AND COMPANY. In connection with the sale of the Seller Interest, Seller and the Company, jointly and severally, represent and warrant to Purchaser as follows as of the date of this Agreement and as of the Closing Date:
a. Seller owns all right, title and interest in and to the Seller Interest, free of all liens, claims and encumbrances, other than restrictions on transfer imposed by applicable federal and state securities laws.
b. The Company is a legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and has all necessary power and authority necessary to own, lease and operate its assets and to carry on its business as conducted and proposed to be conducted.
c. Seller and the Company have full legal right, power and authority to enter into this Agreement and to perform their obligations under this Agreement. This Agreement constitutes Seller’s and the Company’s legal, valid, and binding obligation enforceable in accordance with its terms.
d. The execution, delivery and performance of this Agreement will not (a) violate or conflict with any law, governmental order or governmental authorization; (b) require any governmental authorization; or, (c) cause Purchaser to become subject to, or to become liable for the payment of, any tax, liability or other contractual obligation.
e. All taxes required to be paid by the Seller and the Company have been paid in full, and there are no outstanding tax liens that have been filed by any governmental entity against the Seller or the Company and no claims are being asserted with respect to any taxes related to the Seller or the Company. There is no dispute or claim concerning any liability of taxes of the Seller or the Company claimed by any governmental entity.
f. Company is a legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and has all necessary power and authority necessary to own, lease and operate its assets and to carry on its business as conducted and proposed to be conducted.
g. Company does not have any debts, liabilities or other encumbrances, and there is no basis for any present or future litigation, charge, complaint, claim or demand against it giving rise to any liability other than American Family Life Insurance Company. No litigation is pending or threatened against the Company and there is no reasonable basis for any litigation against the Company. The Company is not subject to...
REPRESENTATIONS AND WARRANTIES OF SELLER AND COMPANY. 2 2.1 Organization................................................................. 2 2.2 Authorization................................................................ 2 2.3
REPRESENTATIONS AND WARRANTIES OF SELLER AND COMPANY. Except as specifically set forth in SCHEDULE 2 (the "COMPANY DISCLOSURE SCHEDULE") attached to this Agreement (the parts of which are numbered to correspond to the individual Section numbers of this ARTICLE 2), each of Seller and the Company hereby represents and warrants to each of Purchaser and Merger Sub as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND COMPANY. Seller and Company, jointly and severally, represent and warrant to Buyer, as of the date hereof and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND COMPANY. Seller represents and warrants to Buyer as follows:
