Representations and Warranties of the CEG Parties Sample Clauses

Representations and Warranties of the CEG Parties. As of the Transferred Interest Closing Date, CNN hereby represents and warrants with respect to Sections 2.2(a), 2.2(c) and 2.2(d); and the CEG Parties hereby represent and warrant with respect to 2.2(b), 2.2(e) and 2.2(f), as follows:
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Representations and Warranties of the CEG Parties. As of the Transferred Interest Closing Date, CNN hereby represents and warrants with respect to Sections 2.2(a), 2.2(c) and 2.2(d); and the CEG Parties hereby represent and warrant with respect to 2.2(b), 2.2(e) and 2.2(f), as follows: (a) Title; No Encumbrances; Power. CNN has good, valid and marketable title to the Transferred Interests. The Membership Interests have been duly authorized, validly issued and fully paid. The Membership Interests represent fifty percent (50%) of the issued and outstanding limited liability company interests of UNE, and other than membership interests owned by EDF, there are no other authorized or outstanding securities of UNE, including options, warrants, rights, other instruments providing for the issuance or transfer of any of the equity interests in UNE or any of its Subsidiaries (as defined in Section 4.1 below). The Transferred Interests are not subject to any Lien. Pursuant to Section 1.1 of this Agreement, the Parties agree that the sale and purchase of the Membership Interests in accordance with this Agreement is deemed to comply with Article IX of the Operating Agreement, CNN has complete and unrestricted power and the unqualified right to convey, sell, assign, transfer and deliver the Transferred Interests to EDF and UNE and upon the consummation of the transactions contemplated hereby, EDF and UNE will acquire good and marketable title to the Transferred Interests, free and clear of any and all Liens. 4 (b) Subsidiaries. UNE owns, directly or indirectly, 100% of the equity interests of the UNE Subsidiaries (as defined in Section 4.1 below). Other than the equity interests in the UNE Subsidiaries, UNE does not own any other interests in any Person. (c)
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Related to Representations and Warranties of the CEG 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 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 Parties Each party hereto represents and warrants to the other as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES Each of the Buyer Parties represents and warrants to each of the Selling Parties as follows:

  • 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:

  • 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 VENDORS Each Vendor represents and warrants to the Purchaser, jointly and severally, as representations and warranties that are true at the date hereof, and acknowledges that the Purchaser is relying on each of the following representations and warranties in entering into this Agreement 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.

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