REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND SELLERS Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND SELLERS. Each of the Companies and the Sellers, jointly and severally, hereby represent and warrant to Buyer as follows:
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REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND SELLERS. The Companies and Sellers, jointly and severally, represent and warrant to Global that:
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REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND SELLERS. 10 3.1 Status of the Companies 10 3.2 Capitalization of the Companies 10 3.2.1 Authorized Equity and Ownership 10 3.2.2 Options and Convertible Securities of the Companies 11 3.3 No Subsidiaries 12 3.4 Authority for Agreement; Noncontravention 12 3.4.1 Authority 12 3.4.2 No Conflict 12 3.5 Financial Statements 13 3.6 Absence of Material Adverse Changes 14 3.7 Absence of Undisclosed Liabilities 14 3.8 Books and Records 14 3.9 Accounts Receivable 14 3.10 Permits; Compliance with Applicable Laws; Organizational Documents 15 3.11 Proceedings 15 3.12 Tax Matters 15 3.12.1 Filing of Returns 16 3.12.2 Payment of Taxes 16 3.12.3 Withholding 16 3.12.4 Audits, Examinations and Communications from Governmental Entities 17 3.12.5 Access to Returns 17 3.12.6 Miscellaneous Items 18 3.12.7 No Tax Sharing Agreements 18 3.12.8 Certain Income Items and Deductions 18 3.12.9 Certain Shares Distributions 19 3.12.10 Affiliated Group 19 3.12.11 Unclaimed Property 19 3.12.12 Transfer Pricing 19 3.12.13 Tax Status of PT 20 3.12.14 Tax Status of PTG 20 3.12.15 Status under FIRPTA 20 3.12.16 Status of PTH and PTGH 20
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REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND SELLERS. Each Company and each Seller represents and warrants to Buyer and Buyer Cdn as follows:
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REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND SELLERS. A. Each of Sellers and the Companies severally and not jointly make each of the representations and warranties contained in Sections 3.1 through and including Section 3.30 to the Buyer, each of which is true and correct on the date hereof and shall survive the Closing and the transactions contemplated hereby to the extent set forth herein.
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REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND SELLERS. Each of Sellers and the Companies, as applicable, represents and warrants to Buyer that the statements contained in this Section 6 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 6), except as set forth in the Disclosure Schedules delivered by the Sellers to Buyer simultaneously with the delivery of Medi-Line’s Audited Financial Statements.
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Related to REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND SELLERS

  • 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 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 BUYER PARTIES Each of the Buyer Parties represents and warrants to each of the Selling Parties as follows:

  • Representations and Warranties of the Company The Company represents and warrants to each Underwriter that:

  • REPRESENTATIONS AND WARRANTIES OF THE VENDORS The Vendors jointly and severally represent and warrant to the Purchaser the following, and acknowledge that the Purchaser is entitled to rely on such representations and warranties notwithstanding any due diligence investigation done by the Purchaser prior to the closing:

  • 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 BUYERS Each Buyer represents and warrants to the Sellers as follows:

  • Representations and Warranties of the Parent The Parent hereby represents and warrants to the Shareholder as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE PARENT PARTIES The Parent Parties hereby jointly and severally represent and warrant to the Company Parties as follows:

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

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