REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND NEWCO Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND NEWCO. Each of the Company and NewCo, jointly and severally, hereby represents and warrants to each Purchaser as follows:
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND NEWCO. The Company and Newco jointly and severally represent and warrant to the Purchaser as follows (provided that such representations and warranties shall be made by Newco immediately prior to the Closing):
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND NEWCO. A. The Company, on the one hand, and Newco, on the other hand, represent and warrant to PointeCom as follows:
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND NEWCO. The Company and Newco represent and warrant to Parent and Merger Sub as of the date hereof, except as set forth in the disclosure letter supplied by the Company to Parent dated as of the date hereof (the “Company Disclosure Letter”) (which Company Disclosure Letter shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in this Article III, and no disclosure shall be deemed to apply with respect to any section or subsection to which it does not expressly apply unless it is ***Confidential Treatment Requested reasonably apparent from such disclosure that application to another section or subsection is appropriate, in which case such disclosure shall also qualify and apply to such other section or subsection), as follows:
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND NEWCO. 23 3.1 Organization and Power; Foreign Qualification................................................23 3.2 Capital Structure of the Company and Newco...................................................23 3.3 Authorization and Enforceability of Agreements...............................................24 3.4
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND NEWCO. The Company and Newco, jointly and severally, represent and warrant to the Surviving Corporation and the Stockholders as follows:
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND NEWCO. Except as set forth in the applicable section or subsection of the Company Disclosure Statement (subject to Section 9.11), the Company and NewCo hereby represent and warrant to Parent as follows:
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND NEWCO 
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Related to REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND NEWCO

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

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

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

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

  • 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:

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