REPRESENTATIONS AND WARRANTIES OF THE NEW YORK PARTIES Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE NEW YORK PARTIES. Except (i) as set forth in a publicly available effective registration statement, prospectus, report, form, schedule or definitive proxy statement filed by New York with the SEC at any time on or after December 31, 2010 through the date that is one (1) Business Day prior to the date of this Agreement (but excluding any forward-looking disclosures or risk factors contained in “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” and any other disclosures included in such filings to the extent that they are cautionary, predictive or forward-looking in nature); provided, however, that this clause (i) shall not apply to Section 4.3, or (ii) as set forth in the disclosure letter delivered to London by New York at or prior to the execution of this Agreement (the “New York Disclosure Letter”) and making reference to the particular subsection of this Agreement to which exception is being taken (provided, that any information set forth in one section or subsection of the New York Disclosure Letter shall be deemed to apply to each other section or subsection thereof to which its relevance is reasonably apparent on its face), the New York Parties represent and warrant to the London Parties that:
Sample 1
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REPRESENTATIONS AND WARRANTIES OF THE NEW YORK PARTIES. (i) Each of the representations and warranties of the New York Parties set forth in this Agreement (other than the representations and warranties contained in Section 4.1, Section 4.2, Section 4.3, Section 4.5(d) and Section 4.24) shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except that, in each case, representations and warranties that speak as of a specified date shall have been true and correct only on such date) except for such failures to be true and correct (when taken together and disregarding all qualifications and exceptions contained therein as to materiality or New York Material Adverse Effect) that has not had, individually or in the aggregate, a New York Material Adverse Effect.
Sample 1

Related to REPRESENTATIONS AND WARRANTIES OF THE NEW YORK PARTIES

  • Representations and Warranties of the Obligors Each Obligor represents and warrants to each Purchaser that:

  • 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 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 Bank The Bank represents and warrants to the Fund that:

  • Representations and Warranties of the Lender The Lender hereby represents and warrants to the Borrower as follows:

  • Representations and Warranties of the Loan Parties Each Loan Party represents and warrants as follows:

  • Representations and Warranties of the Parties Each of the Parties hereby represents and warrants to each of the other Parties as follows:

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

  • Representations and Warranties of the Holders Each Holder, severally and not jointly, represents and warrants to the Company that:

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