REPRESENTATIONS AND WARRANTIES OF THE RAINBOW PARTIES Sample Clauses

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REPRESENTATIONS AND WARRANTIES OF THE RAINBOW PARTIES. Each Rainbow Party represents and warrants to the Fox Parties as follows:

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Related to REPRESENTATIONS AND WARRANTIES OF THE RAINBOW PARTIES

• 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 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:

• 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 BUYERS Each Buyer represents and warrants to the Sellers as follows:

• Representations and Warranties of the Parent The Parent hereby represents and warrants to the Shareholder as follows:

• REPRESENTATIONS AND WARRANTIES OF THE BUYER The Buyer represents and warrants to the Company that:

• REPRESENTATIONS AND WARRANTIES OF THE WARRANTORS Unless specifically indicated otherwise, the Warrantors hereby jointly and severally represent and warrant to the Investor that the statements in this Section 3, except as set forth in the Disclosure Schedule (the “Disclosure Schedule”) attached to this Agreement as Schedule C (the contents of which shall also be deemed to be representations and warranties hereunder), are all true, correct and complete as of the date hereof and the date of the Closing. For purposes of this Section 3, any reference to a party’s “knowledge” means such party’s best knowledge after due and diligent inquiries of officers, directors, and other employees of such party reasonably believed to have knowledge of the matter in question.

• 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: