REPRESENTATIONS AND WARRANTIES OF THE COMPANY GROUP MEMBERS Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE COMPANY GROUP MEMBERS. 9 Section 5.1 Organization of the Company Group Members; Authority 9 Section 5.2 Certificate of Incorporation; Bylaws 10 Section 5.3 Subsidiaries 10 Section 5.4 Governmental Filings; No Conflicts 11 Section 5.5 Capitalization 11 Section 5.6 Financial Statements; Undisclosed Liabilities 12 Section 5.7 Absence of Certain Changes 15 Section 5.8 Litigation 15 Section 5.9 Personal Property 15 Section 5.10 Real Property 15 Section 5.11 Environmental Matters 16 Section 5.12 Products Liability and Warranty Liability 17 Section 5.13 Tax Matters 17 Section 5.14 Employees 21 Section 5.15 Employee Benefits 22 Section 5.16 Intellectual Property Rights 25 Section 5.17 Corporate Records; Bank Accounts 28 Section 5.18 Compliance With Laws; Permits 28 Section 5.19 Contracts and Commitments 29 Section 5.20 Insurance 32 Section 5.21 Suppliers and Customers 00 Xxxxxxx 5.22 Affiliate Interests 33 Section 5.23 Broker’s/Finder’s Fees 33 Section 5.24 Indebtedness 33 Article VI. REPRESENTATIONS AND WARRANTIES OF THE BUYER 33 Section 6.1 Organization of the Buyer Group Members 33 Section 6.2 Authority; Due Execution 34 Section 6.3 Governmental Filings; No Conflicts 34 Section 6.4 Litigation 35 Section 6.5 Compliance with Law 35 Section 6.6 Brokers and Finders 35
Sample 1
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY GROUP MEMBERS. Except as set forth in the Disclosure Schedule, each Company Group Member jointly represents and warrants as follows to the Buyer, and acknowledges and confirms that the Buyer is relying upon the following representations and warranties in entering into this Agreement:
Sample 1

Related to REPRESENTATIONS AND WARRANTIES OF THE COMPANY GROUP MEMBERS

  • 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 Company The Company represents and warrants to each Underwriter that:

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

  • Representations and Warranties of the Parent The Parent hereby represents and warrants to the Shareholder 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 BUYER PARTIES Each of the Buyer Parties represents and warrants to each of the Selling Parties as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES Each Seller Party hereby represents and warrants to the Agent and the Purchasers, as to itself, as of the date hereof and as of the date of each Incremental Purchase and the date of each Reinvestment that:

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