REPRESENTATIONS AND WARRANTIES OF THE CCI PARTIES Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE CCI PARTIES. Except as set forth in (a) the disclosure letter delivered by the CCI Parties to the CMR Parties prior to the execution and delivery of this Agreement (the “CCI Disclosure Letter”), it being acknowledged and agreed that disclosure of any item in any section or subsection of the CCI 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 is reasonably apparent on its face, or (b) the CCI SEC Documents publicly filed with or publicly furnished to the SEC on or after December 31, 2019 and prior to the date of this Agreement, excluding any information or documents incorporated by reference therein or filed as exhibits thereto and any disclosures set forth or referenced in any risk factor section, forward-looking statements section or in any other section therein to the extent they are forward-looking statements or cautionary, non-specific, predictive or forward-looking in nature (and then only to the extent that the relevance of any disclosed event, item or occurrence in such filings to a matter covered by a representation or warranty set forth in this Article 5 is reasonably apparent on its face), the CCI Parties hereby jointly and severally represent and warrant to the CMR Parties that:
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REPRESENTATIONS AND WARRANTIES OF THE CCI PARTIES. 37 Section 5.1 Organization and Qualification; Subsidiaries. 37 Section 5.2 Authority. 38 Section 5.3 No Conflict; Required Filings and Consents. 39 Section 5.4 Capital Structure. 39
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REPRESENTATIONS AND WARRANTIES OF THE CCI PARTIES. 37 Section 5.1 Organization and Qualification; Subsidiaries 37 Section 5.2 Authority 38 Section 5.3 No Conflict; Required Filings and Consents 39 Section 5.4 Capital Structure 39 Section 5.5 SEC Documents; Financial Statements; Off-Balance Sheet Arrangements; Internal Controls; Investment Company Act; Anti-Corruption Laws 41 Section 5.6 Absence of Certain Changes or Events 43 Section 5.7 No Undisclosed Liabilities 44 Section 5.8 Permits; Compliance with Law 44 Section 5.9 Litigation 45 Section 5.10 Properties 45 Section 5.11 Environmental Matters 46 Section 5.12 Material Contracts 46 Section 5.13 Taxes 49 Section 5.14 Intellectual Property 52 Section 5.15 Insurance 52 Section 5.16 Benefit Plans 52 Section 5.17 Related-Party Transactions 53 Section 5.18 Brokers 53 Section 5.19 Opinion of Financial Advisor 53 Section 5.20 Appraisal Rights 53 Section 5.21 Ownership of Merger Sub; No Prior Activities 54 Section 5.22 COVID-19 54 Section 5.23 Information Supplied 54 Section 5.24 No Other Representations and Warranties; Non-Reliance 54
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REPRESENTATIONS AND WARRANTIES OF THE CCI PARTIES. As an inducement to, and to obtain the reliance of the Company, and except as set forth in the schedules of exceptions to the representations of the CCI Parties delivered to the Company on the Effective Date (“CCI Disclosure Schedules”) the CCI Parties, jointly and severally (other than with respect to the representations and warranties as set forth in Section 3.08 and Section 3.09, which are given by each Member individually, severally and not jointly and severally, and solely with respect to the CCI Membership Interests held by such Member and with respect to the Exchange Shares to be received by such Member, as applicable, represent and warrant to the Company, as of the Effective Date and as of the Closing Date (and as of the Measurement Date, if applicable with respect to the representations and warranties in Section 3.09) except as otherwise specifically set forth below as to representations and warranties which speak solely with respect to a particular date, as follows:
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Related to REPRESENTATIONS AND WARRANTIES OF THE CCI PARTIES

  • 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:

  • 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 the Parties Each of the Parties hereby represents and warrants to each of the other Parties as follows:

  • Representations and Warranties of the Client A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

  • Representations and Warranties of the Consultant The Consultant represents and warrants to and covenants with the Company that:

  • REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS Each of the Contributors, severally and not jointly, solely as to itself and not as to any other Contributor, hereby represents and warrants to the Purchaser and ATA as follows:

  • Representations and Warranties of the Bank The Bank represents and warrants to the Fund that:

  • REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTOR The Contributor represents and warrants to the Operating Partnership as set forth below in this ARTICLE 2. Notwithstanding any other provision of the Contribution Agreement or this EXHIBIT E, the Contributor makes representations, warranties and indemnities only with respect to: (i) the Properties identified on EXHIBIT A to the Contribution Agreement (the "Property" or the "Properties"), and (ii) the interests in the Partnerships to be transferred by the Contributor.

  • Representations and Warranties of the Vendor The Vendor hereby makes the following representations and warranties to the Purchaser and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and completing the Transaction:

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