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 COMPANIES. Each of the Companies represents and warrants to each Underwriter that:
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. Each of the Companies severally and not jointly represents and warrants to the Sellers as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. Each of the Companies hereby represents and warrants to Indemnitee as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. To induce each Lender and the Agent to execute and deliver this Agreement, each Company represents, warrants and covenants that:
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. Each Company hereby represents and warrants to the Parent and Purchasers, as of the date hereof and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. Each Company, for itself, represents and warrants to the Placement Agent that:
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. Each Company hereby represents and warrants as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. Section 5.1 Company Organization 29 Section 5.2 Subsidiaries 30 Section 5.3 Due Authorization 30 Section 5.4 No Conflict 31 Section 5.5 Governmental Authorities; Consents 31 Section 5.6 Capitalization of the Companies 31 Section 5.7 Capitalization of Subsidiaries 32 Section 5.8 Financial Statements 33 Section 5.9 Undisclosed Liabilities 33 Section 5.10 Litigation and Proceedings 34 Section 5.11 Legal Compliance 34 Section 5.12 Contracts; No Defaults 34 Section 5.13 Company Benefit Plans 37 Section 5.14 Labor Relations; Employees 39 Section 5.15 Taxes 40 Section 5.16 Brokers’ Fees 42 Section 5.17 Insurance 42 Section 5.18 Permits 43 Section 5.19 Equipment and Other Tangible Property 43 Section 5.20 Real Property 43 Section 5.21 Intellectual Property 44 Section 5.22 Environmental Matters 46 Section 5.23 Absence of Changes 47 Section 5.24 Anti-Corruption Compliance 47 Section 5.25 Sanctions and International Trade Compliance; Security Clearances 48 Section 5.26 Information Supplied 48 Section 5.27 Vendors 49 Section 5.28 Sufficiency of Assets; Customer Deposits 49 Section 5.29 Aviation Regulation Compliance 50 Section 5.30 Government Contracts 50 Section 5.31 No Additional Representation or Warranties 51 Article VI REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUBS Section 6.1 Company Organization 51 Section 6.2 Due Authorization 52 Section 6.3 No Conflict 53 Section 6.4 Litigation and Proceedings 53 Section 6.5 SEC Filings 54 Section 6.6 Internal Controls; Listing; Financial Statements 54 Section 6.7 Governmental Authorities; Consents 55
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. The Companies hereby jointly and severally represent and warrant that this Security Agreement is a valid and binding obligation of the Companies and is enforceable in accordance with its terms. The execution and delivery hereof has been duly authorized by the Board of Directors of each of the Companies, and neither the execution nor performance of this Security Agreement will conflict with any other agreement to which the Companies are a party or by which they are bound.
