REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND COMPANY L Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND COMPANY L. P. As an inducement to Parent, Parent L.P., Merger Sub and L.P. Merger Sub to enter into this Agreement, except as disclosed in a section of the Company Disclosure Letter corresponding to the section of this Article III to which such disclosure applies, each of the Company and Company L.P. hereby jointly and severally represents and warrants to Parent, Parent L.P., Merger Sub and L.P. Merger Sub as follows:
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND COMPANY L. P. 14 Section 3.01. Organization, Standing and Power of the Company 15 Section 3.02. Company Subsidiaries 15 Section 3.03. Authority; No Violations; Consents and Approval 16 Section 3.04. Capital Structure 18 Section 3.05. Vote Required 21 Section 3.06. SEC Documents 21 Section 3.07. Absence of Certain Changes or Events 22 Section 3.08. Environmental Matters 23 Section 3.09. Properties 24 Section 3.10. No Undisclosed Material Liabilities 28 Section 3.11. No Default 28 Back to Contents PAGE Section 3.12. Compliance with Applicable Laws 28 Section 3.13. Litigation 29 Section 3.14. Taxes 29 Section 3.15. Pension and Benefit Plans; ERISA 32 Section 3.16. Labor and Employment Matters 34 Section 3.17. Contracts 35 Section 3.18. Intellectual Property 37 Section 3.19. Insurance 37 Section 3.20. Brokers 38 Section 3.21. Related Party Transactions 38 Section 3.22. Opinion of Financial Advisor 38 Section 3.23. Investment Company Act of 1940 38 Section 3.24. Board Recommendation 38 Section 3.25. Inapplicability of Takeover Statutes, Rights Agreement and Certain Charter and Bylaw Provisions 38 Section 3.26. Information Supplied by the Company 39 Section 3.27. Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act 39 Section 3.28. Limitation 40 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT, PARENT L.P., MERGER SUB AND L.P. MERGER SUB 40 Section 4.01. Organization, Standing and Power of Parent 40 Section 4.02. Parent Subsidiaries 40 Section 4.03. Authority; No Violations; Consents and Approval. 41 Section 4.04. Capital Structure 43 Section 4.05. Vote Required 46 Section 4.06. SEC Documents 46 Section 4.07. Absence of Certain Changes or Events 46 Section 4.08. Environmental Matters 48 Section 4.09. Properties 49 Section 4.10. No Undisclosed Material Liabilities 52 Section 4.11. No Default 53 Section 4.12. Compliance with Applicable Laws 53 Section 4.13. Litigation 53 Section 4.14. Taxes 54 Section 4.15. Pension and Benefit Plans; ERISA 56 Section 4.16. Labor and Employment Matters 59 Section 4.17. Contracts 59 Section 4.18. Intellectual Property 61 Section 4.19. Insurance 61 Section 4.20. Brokers 62 Section 4.21. Related Party Transactions 62 Section 4.22. Opinion of Financial Advisor 62 Section 4.23. Investment Company Act of 1940 62 Section 4.24. Board Recommendation 62 Section 4.25. Inapplicability of Takeover Statutes, Rights Agreement and Certain Charter and By-law Provisions 62 Back to Contents PAGE Section 4.26. Information Supplied by Parent 63 Section 4.27. Merger Su...
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Related to REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND COMPANY L

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

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS The Company and each Seller, jointly and severally, hereby represents and warrants to the Purchaser that:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

  • Representations and Warranties of the Corporation The Corporation hereby represents and warrants to the Purchaser as follows:

  • Covenants, Representations and Warranties of the Company The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at the Closing, to the Holders, Lazard Frères & Co. LLC and Lazard Capital Markets LLC, and all such covenants, representations and warranties shall survive the Closing.

  • Representation and Warranties of the Company The Company hereby makes the following representations and warranties to the Purchaser:

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

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