REPRESENTATIONS AND WARRANTIES OF THE PARENT GROUP Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE PARENT GROUP. Except as disclosed in any Parent SEC Report (excluding any disclosure contained in any such SEC Report under the heading “Risk Factors” or “Cautionary Note Regarding Forward‑Looking Statements” or similar heading (other than any historical factual information contained within such headings, disclosure or statements)), Parent represents and warrants as of the Closing that:
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REPRESENTATIONS AND WARRANTIES OF THE PARENT GROUP. Each member -------------------------------------------------- of the Parent Group hereby represents to the Company as of the date hereof, subject to the Parent Disclosure Schedule dated as of the date of the Original Agreement:
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REPRESENTATIONS AND WARRANTIES OF THE PARENT GROUP. Each member of the Parent Group hereby represents and warrants to the Company and the Sellers as of the date hereof and as of the Closing Date as follows:
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REPRESENTATIONS AND WARRANTIES OF THE PARENT GROUP. Except as set forth in the corresponding sections or subsections of a disclosure letter of the Company delivered to and accepted by Purchaser prior to entering into this Agreement (provided, however, that information set forth in one section or subsection of such letter shall be deemed to apply to each other section or subsection thereof to which its relevance is reasonably apparent) (the “Company Disclosure Letter”), and after giving effect to the Restructuring, each of Parent and the Company represents and warrants to each Purchaser (i) at and as of the date hereof and (ii) at the Closing Date, except to the extent any representation or warranty made as of a specified date, in which case such representation or warranty is only made as of such date, that:
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REPRESENTATIONS AND WARRANTIES OF THE PARENT GROUP. Except as (a) set forth in the Disclosure Schedules (it being acknowledged and agreed that any disclosure or exception set forth in any Section of subsection of the Disclosure Schedules shall be deemed to apply to any other Section or subsection of the Disclosure Schedules to the extent that the qualification of such disclosure or exception to such other Section or subsection is reasonably apparent on the face of such disclosure) or (b) disclosed in any report, schedule, form, statement or other document (including exhibits) filed with, or furnished to, the Securities and Exchange Commission (the “SEC”) and publicly available prior to the date hereof (the “Filed SEC Documents”), other than any risk factor disclosures in any such Filed SEC Document contained in the “Risk Factors” section thereof or any forward-looking statements within the meaning of the Securities Act or the Exchange Act thereof, each of Parent and Seller represents and warrants to WHP that the statements contained in this ARTICLE IV are true and correct as of the date hereof and as of the Closing Date (except as otherwise specified).
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REPRESENTATIONS AND WARRANTIES OF THE PARENT GROUP. 39 Section 5.01 Organization; Qualifications; Power 39 Section 5.02 Authorization; Validity 39 Section 5.03 No Conflict; No Violation 40 Section 5.04 Consents and Approvals 40 Section 5.05 Brokers 40 Section 5.06 Litigation 40 Section 5.07 Solvency; No Fraudulent Conveyance; No Bankruptcy 41 Section 5.08 Sufficiency of Funds 41 Section 5.09 Parent Financial Statements; Parent SEC Reports 41 Section 5.10 Absence of Parent Material Adverse Effect 42 Section 5.11 Absence of Undisclosed Liabilities 42 Section 5.12 GIGS Assets 42 Section 5.13 Title to GIGS Assets 44 Section 5.14 Sufficiency of Assets 44 Section 5.15 Taxes 44 Section 5.16 Regulatory Matters. 45 Section 5.17 Anti-Corruption. 45 Section 5.18 Anti-Money Laundering 46 Section 5.19 Compliance with Sanctions Requirements 46 Section 5.20 XXXX R&W Insurance Policy 46 Section 5.21 No Other Representations and Warranties 46 ARTICLE VI COVENANTS 47 Section 6.01 Further Assurances. 47 Section 6.02 Public Disclosures 47 Section 6.03 CPUC Application 47 Section 6.04 Wrong Pocket 48 Section 6.05 Release; Indemnification of Directors and Officers 48 Section 6.06 Post-Closing Access; Records 49 Section 6.07 Tax Matters 50 ARTICLE VII INDEMNIFICATION 51 Section 7.01 Survival of Agreements 51 Section 7.02 Indemnification by the Company 51 Section 7.03 Indemnification by Carlyle 52 Section 7.04 Indemnification by Parent 52 Section 7.05 Limitations 52 Section 7.06 Indemnification Procedure 54 Section 7.07 Exclusive Remedy; Waiver of Remedies 56 Section 7.08 Right to Bring Claims 57 Section 7.09 Waiver of Damages 57 Section 7.10 Determination of Amount of Damages 57 ARTICLE VIII MISCELLANEOUS 58 Section 8.01 Assignment 58 Section 8.02 Notices 58 Section 8.03 Governing Law; Waiver of Jury Trial 59 Section 8.04 Entire Agreement 60 Section 8.05 Counterparts 60 Section 8.06 Amendments and Waivers 60 Section 8.07 Severability 60 Section 8.08 Titles and Subtitles 61 Section 8.09 Construction 61 Section 8.10 Specific Performance 61 Section 8.11 No Third-Party Beneficiaries 61 Section 8.12 No Recourse Against Others 62 Section 8.13 Incorporation 62
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Related to REPRESENTATIONS AND WARRANTIES OF THE PARENT GROUP

  • Representations and Warranties of the Parent The Parent represents and warrants as follows to each Shareholder and the Company that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of this Agreement (the “Parent SEC Documents”):

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANIES To induce each Lender and the Agent to execute and deliver this Agreement, each Company represents, warrants and covenants that: (a) The execution, delivery and performance by each Company of this Agreement and all documents and instruments delivered in connection herewith have been duly authorized by all necessary corporate action required on its part, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Company enforceable against such Company in accordance with its terms except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (b) Except with respect to the Existing Events of Default, each of the representations and warranties set forth in the Transaction Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof. (c) Neither the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby or thereby does or shall contravene, result in a breach of, or violate (i) any provision of any Company’s corporate charter, bylaws, operating agreement or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) any mortgage, deed of trust, lease, agreement or other instrument to which any Company is a party, or by which any Company or its property is bound. (d) As of the date of this Agreement, except for the Existing Events of Default, no Event of Default has occurred or is continuing under this Agreement or any other Transaction Document. (e) The Agent’s and the Lender’s security interests in the Collateral continue to be valid, binding and enforceable first-priority security interests which secure the obligations under the Transaction Documents and no tax or judgment liens are currently on record against any Company. (f) Except with respect to the Existing Events of Default, any misrepresentation of a Company, or any failure of a Company to comply with the covenants, conditions and agreements contained in any agreement, document or instrument executed or delivered by any Company with, to or in favor of any Company shall constitute a Forbearance Default hereunder and an immediate Event of Default under the Financing Agreement. (g) The recitals in this Agreement are true and correct.

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

  • Representations and Warranties of the Parties (a) The Sub-Adviser represents and warrants to the Advisers as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the Advisers; (iv) The Sub-Adviser will furnish the Advisers with certificates of insurance in forms and substance reasonably acceptable to the Advisers evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each Adviser represents and warrants to the Sub-Adviser as follows: (i) Each Adviser is registered under the Advisers Act; and (ii) Each Adviser and the Trust has duly authorized the execution of this Agreement by the Advisers.

  • REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP The Partnership represents and warrants to each Purchaser as follows:

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

  • REPRESENTATIONS AND WARRANTIES OF PARENT Parent hereby represents and warrants to the Stockholder as follows:

  • 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 Bank The Bank represents and warrants to the Fund that: 3.01 It is a trust company duly organized and existing and in good standing under the laws of the Commonwealth of Massachusetts. 3.02 It is duly qualified to carry on its business in the Commonwealth of Massachusetts. 3.03 It is empowered under applicable laws and by its Charter and By-Laws to enter into and perform this Agreement. 3.04 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 3.05 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • REPRESENTATIONS AND WARRANTIES OF THE VENDORS The Vendors hereby represent and warrant to the Allottee as follows: (i) The Owners have marketable title with respect to the said Land on the basis of the several purchase deeds executed and registered in favour of the Owners, details whereof are mentioned in Schedule-H hereto and absolute, actual, physical and legal possession of the said Land for the Project; (ii) The Promoter has lawful rights and requisite approvals from the competent Authorities to carry out development of the Project; (iii) There are no encumbrances upon the said Land or the Project created by the Owners and the Promoter; (iv) There are no litigations pending against the Owners and Promoter before any Court of law or Authority with respect to the said Land, Project or the said Apartment; (v) All approvals, licenses and permits issued by the Corporation with respect to the Project, said Land and the said Apartment are valid and subsisting and have been obtained by following due process of law. Further, the Promoter has been and shall, at all times, remain to be in compliance with all applicable laws in relation to the Project, said Land, said Block and the said Apartment and Common Areas; (vi) The Vendors have the right to enter into this Agreement and have not committed or omitted to perform any act or thing whereby the right of the Allottee created herein, may prejudicially be affected. (vii) The Vendors have not entered into any agreement for sale or any other agreement/arrangement with any person or party with respect to the said Land including the Project and the said Apartment which will, in any manner, affect the rights of Allottee under this Agreement; (viii) The Vendors confirm that the Vendors are not restricted in any manner whatsoever from selling the said Apartment to the Allottee in the manner contemplated in this Agreement; (ix) At the time of execution of the conveyance deed the Promoter shall hand over lawful, vacant, peaceful, physical possession of the said Apartment to the Allottee; (x) The said Apartment is not the subject matter of any HUF and that no part thereof is owned by any minor and/or no minor has any right, title and claim over the said Apartment; (xi) The Promoter has duly paid and shall continue to pay and discharge all governmental dues, rates, charges and taxes and other monies, levies, impositions, premiums, damages and/or penalties and other outgoings, whatsoever, payable with respect to the said Land to the Corporation till the Completion Certificate is issued; (xii) No notice from the Government or any other local body or authority or any legislative enactment, government ordinance, order, notification (including any notice for acquisition or requisition of the said Apartment) has been received by or served upon the Promoter in respect of the said Land and/or the Project.

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