REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL. The Principal represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL. 3.1. The Principal hereby represents and warrants to the Agent that after having reviewed this Agreement for the purposes of their permissibility under Xxxxx’ah and, to the extent it has considered this necessary, taken independent advice from advisors specializing in Xxxxx'ah, it is satisfied that the provisions of each Product Document do not contravene Xxxxx'ah.
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL. Stockholders As a material inducement to Acquiror and Newco to execute this Agreement and consummate the Merger and other transactions contemplated hereby, the Principal Stockholders hereby jointly and severally make the following representations and warranties to Acquiror and Newco. The representations and warranties are true and correct in all material respects at this date, and will be true and correct in all material respects on the Closing as though made on and as of such date.
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL. The Principal in its individual capacity and as a Guarantor represents and warrants as follows:
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL. The Principal makes the representations and warranties set out in this Clause 8 to the Fiduciary.
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL. 23 Section 4.01. Due Authorization........................................................... 23 Section 4.02. No Conflict; Consents....................................................... 23 Section 4.03. Brokers..................................................................... 24 ARTICLE V REPRESENTATIONS AND WARRANTIES OF KELLXXXXX XXX KELLXXXXX XXXSIDIARY............................................................................. 24 Section 5.01. Organization................................................................ 24 Section 5.02. Authority and No Conflict................................................... 24 Section 5.03. Consents.................................................................... 25 Section 5.04. Issuance of Kellxxxxx Xxxmon Stock.......................................... 25 Section 5.05. Reports of Kellxxxxx........................................................ 25 Section 5.06. No Material Adverse Effect.................................................. 25 Section 5.07. Brokers..................................................................... 26 ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL. 5.1 The Principal, whether individual or entity, has full capacity for civil conduct.
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL. 6 The Principal represents and warrants to the Purchaser, subject to such exceptions as are specifically disclosed in the disclosure schedule furnished in connection with this Article III (“Disclosure Schedule”), as follows: Section 3.1 Organization and Standing of the Company. The Company is a limited liability company duly formed, validly existing and in good standing under the law of the State of New York, and has all requisite limited liability company power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. Section 3.2
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL. Principal makes the following representations and warranties, and such shall be continuing until the termination of this Agreement: a. Principal is a duly organized and validly existing entity, is in good standing under the laws of the state of its organization, and is authorized to transact business in all states in which it transacts business. Principal possesses all necessary licenses and permits from all applicable federal, state, and local authorities to engage in the activities contemplated by this Agreement, and Principal is in compliance with all laws, rules, or regulations relating to licensing, qualification, or approval to originate loans as contemplated by this Agreement. This Agreement has been duly authorized and executed by Principal and is, or upon delivery will be, a legal, valid and binding obligation of Principal enforceable in accordance with its terms. The execution, delivery, and performance of this Agreement by Principal will not violate Principal’s articles of incorporation or organization, bylaws, any instruments related to the conduct of Principal’s business, or any other Agreement or instrument to which Principal is a party. Neither Principal nor any of its agents or employees know of any suit, action, legal or administrative or other proceeding pending or threatened against Principal which would materially affect its ability to execute, deliver, or perform its obligations under this Agreement. b. Principal has complied with all terms, conditions and requirements of Agent’s Guidelines and this Agreement, and with all applicable federal, state and local laws relating to the loan application and origination process for Loans. c. Principal agrees to perform all loan processing functions in connection with Loans under this Agreement with the same care and diligence as an experienced prudent lender performing such duties in the industry with respect to similar mortgage loan products, and in any event with no less care and diligence than if it were originating Loans for its own account. d. None of the information or documentation contained in any loan application submitted by Principal to Agent, and none of the representations made by Principal to Agent related to any loan application for Loans submitted by Principal, will contain any untrue information, statement, or representation or omit to state a fact necessary in order to make such information, statement or representation not misleading e. Principal has no knowledge nor any reaso...
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL. SELLERS AS TO THE COMPANY 6 5.1 Ownership Interests of the Company 7 5.2 Company Entities 7 5.3 Organization; Authority; No Approvals; No Conflict; No Consent 7 5.4 Company Accounts 9 5.5 Financial Statements 9 5.6 Absence of Changes; No Undisclosed Liabilities 10 5.7 Taxes 10 5.8 Title; Properties 12 5.9 Insurance 12 5.10 Licenses, Permits and Authorizations 12 5.11 Material Agreements 12 5.12 Litigation; Decrees 15 5.13 Benefit Plans 15 5.14 Derivative Products 16 5.15 Corporate Records; Copies of Documents 17 5.16 Transactions with Interested Persons 17 5.17 Intellectual Property 18 5.18 Brokers 18 5.19 Disclosure 18 TABLE OF CONTENTS (continued) Page ARTICLE VB REPRESENTATIONS AND WARRANTIES OF PRINCIPAL SELLERS AS TO THE INVESTMENT ADVISORY BUSINESS 18 5B.1 Regulatory Reports, Registrations and Agreements 18 5B.2 Company Funds 21 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF PURCHASER 25 6.1 Organization; Authority; No Approvals; No Conflict; No Consent; Authoizations 25 6.2 Broker 27 6.3 Equity Interests 27 6.5 Securities Representations 28 6.6 Taxes 28 6.7 Licenses, Permits and Authorizations 28 6.8 Disclosure 29 ARTICLE VII COVENANTS 29 7.1 Public Announcements 29 7.2 Further Assurances 30 7.3 Consents 30 7.4 Purchaser Access; Confidentiality 31 7.5 No Solicitation of Alternative Transactions 31 7.6 Noncompetition 32 7.7 Conduct of Business Pending the Closing Date 35 7.8 Principal Sellers’ Actions After the Closing Date 37 7.9 Purchaser’s Actions After the Closing Date 37 7.10 Additional Investment Right 37 7.11 Purchaser’s Registrations, Licenses and Qualifications 38 7.12 Affiliated Management Company 38 7.13 CAM as QPAM 38 7.14 UCITS Funds 38 7.15 Notification 39 ARTICLE VIII CONDITIONS TO THE CLOSING 39 8.1 Conditions to Obligations of Each Party 39 8.2 Additional Conditions to the Obligations of the Purchaser 40 8.3 Additional Conditions to the Obligations of the Company and the Sellers 41 ARTICLE IX TAX MATTERS 42 9.1 Responsibility for Filing Tax Return 42 9.2 Tax Apportionment 42 9.3 Cooperation; Audits 43 9.4 Seller Proceeds Adjustment 44 9.5 Section 754 Election 44 9.6 Transfer Taxes 44 TABLE OF CONTENTS (continued) Page 9.7 Termination of Tax Sharing Agreements 44 9.8 Allocation of Purchaser Price 44 ARTICLE X INDEMNIFICATION 45 10.1 Indemnification by the Sellers 45 10.2 Indemnification by Purchaser 46 10.3 Indemnification Procedures 47 10.4 General 48 ARTICLE XI TERMINATION 50 11.1 Grounds for Termination 50 11.2 Effect of Termination ...
