REPRESENTATIONS AND WARRANTIES OF SELLER PARENT Sample Clauses

REPRESENTATIONS AND WARRANTIES OF SELLER PARENT. Seller Parent hereby represents and warrants to Investor as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER PARENT. Seller Parent represents and warrants to Buyer as of the date hereof as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER PARENT. Except as set forth in the Seller Disclosure Letter and in accordance with Section 10.8, Seller Parent hereby represents and warrants to Purchaser Parent and Purchaser as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER PARENT. Seller Parent represents and warrants to Buyer as follows, subject to the exceptions disclosed in writing in the Seller Disclosure Schedule and delivered as of the date hereof:

REPRESENTATIONS AND WARRANTIES OF SELLER PARENT. Except as disclosed in the applicable section of the disclosure letter delivered by Seller Parent to Buyer immediately prior to the execution of this Agreement (the “Seller Disclosure Letter”) (it being agreed that disclosure of any item in any section of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section of this Agreement to which the relevance of such item is reasonably apparent), Seller Parent represents and warrants as of the date of this Agreement and as of the Closing Date (except those representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date are made solely as of such date) to Buyer as set forth below.

REPRESENTATIONS AND WARRANTIES OF SELLER PARENT. Seller Parent hereby gives to the Buyer the following representations and warranties; provided, however, that the representations and warranties of this Article 3 shall be qualified by any exceptions disclosed in the Schedules corresponding to the enumerated section of this Article 3 and to any other section of this Article 3 to which any such disclosure is reasonably apparent.

REPRESENTATIONS AND WARRANTIES OF SELLER PARENT. Seller Parent represents and warrants to Buyer as follows, subject to the exceptions disclosed in writing in the Seller Disclosure Schedule and delivered as of the date hereof: (a) Seller Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland. Seller Parent has the requisite corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not (i) reasonably be expected to have a Material Adverse Effect or (ii) prevent or materially delay Seller or Seller Parent from performing their respective obligations under this Agreement in all material respects. (b) Seller Parent has the power and authority to enter into and perform this Agreement and any instruments or other documents executed pursuant hereto. This Agreement and any instruments or other documents executed pursuant hereto, and the execution, delivery and performance hereof and thereof have been duly authorized and approved by all necessary corporate action on the part of Seller Parent (subject to receipt of stockholder approval of this Agreement and the transactions contemplated hereby), and this Agreement constitutes a valid and binding obligation of Seller Parent, enforceable against Seller Parent in accordance with its terms, except as enforcement may be limited by receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as bankruptcy, insolvency, reorganization, moratorium or other laws of general applicability relating to or affecting creditors’ rights, or the limiting effect of rules of law governing specific performance, equitable relief and other equitable remedies or the waiver of rights or remedies. (c) The execution and delivery of this Agreement and any instruments and documents executed pursuant hereto by Seller Parent do not and, subject to the receipt of all regulatory approvals and required consents, the consummation of the transactions contemplated by this Agreement will not (i) constitute a breach or violation of or default under any law, rule, regulation, judgment, order, governmental permit or the o...

REPRESENTATIONS AND WARRANTIES OF SELLER PARENT. Seller Parent represents and warrants to, and agrees with, Buyer Parent as follows:

REPRESENTATIONS AND WARRANTIES OF SELLER PARENT. Except as set forth in the Disclosure Schedules (but subject to Section 11.12), Seller Parent represents and warrants to Buyer Parent as of the date of this Agreement and as of the Closing Date (or, in the case of representations and warranties that by their terms address matters as of a specified date, then as of such date) that:

REPRESENTATIONS AND WARRANTIES OF SELLER PARENT. Except as disclosed in the disclosure letter delivered by Seller Parent to Buyer immediately prior to the execution of this Agreement (the “Seller Disclosure Letter”) (it being agreed that disclosure of any item in any section of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section of this Agreement to which the relevance of such item is reasonably apparent on its face), Seller Parent represents and warrants to Buyer as set forth below.