REPRESENTATIONS AND WARRANTIES OF THE SELLER REGARDING THE COMPANY Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE SELLER REGARDING THE COMPANY. Except as set forth on the Disclosure Schedule, the Seller hereby represents and warrants to the Purchaser as of the date hereof and as of the Closing Date as follows, except in each case for such representations and warranties which speak as of a specified date, which are made only as of such date:
Sample 1
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REPRESENTATIONS AND WARRANTIES OF THE SELLER REGARDING THE COMPANY. The representations and warranties set forth below are modified by the information set forth in the disclosure schedules delivered by the Seller to Buyer herewith (the “Disclosure Schedules”) to the extent that (i) a particular Disclosure Schedule is specifically referenced in the section or subsection containing the representation and warranty to be modified or (ii) it is reasonably apparent on the face of the disclosure in a Disclosure Schedule that such disclosure is applicable to representations and warranties in another section or subsection hereof. Subject to the foregoing, the Seller represents and warrants to Buyer as follows:
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REPRESENTATIONS AND WARRANTIES OF THE SELLER REGARDING THE COMPANY. 21 4.01 Organization and Corporate Power 21 4.02 Subsidiaries 21 4.03 Authorization; No Breach 21 4.04 Capital Stock 22 4.05 Financial Statements 23 4.06 Assets 24 4.07 Absence of Undisclosed Liabilities 24 4.08 No Material Adverse Change; Absence of Certain Developments 24 4.09 Title to Properties 27 4.10 Tax Matters 28 4.11 Contracts and Commitments 30 4.12 Intellectual Property 31 4.13 Litigation 32 4.14 Governmental Consents 32 4.15 Employee Benefit Plans 32 4.16 Insurance 35 4.17 Environmental Matters 35 4.18 Affiliated Transactions 36 4.19 Brokerage 37 4.20 Permits; Compliance with Laws 37 4.21 International Trade Compliance 37 4.22 Employees 37 4.23 Customers and Suppliers 39 4.24 Books and Records 40 4.25 Bank Accounts; Powers of Attorney 40
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REPRESENTATIONS AND WARRANTIES OF THE SELLER REGARDING THE COMPANY. The Seller represents and warrants to the Purchaser that the statements in this Article IV are true and correct as of the date hereof, except as set forth in the schedules accompanying this Agreement (each, a "Schedule" and, collectively, the "Disclosure Schedules") (subject to Section 10.06).
Sample 1

Related to REPRESENTATIONS AND WARRANTIES OF THE SELLER REGARDING THE COMPANY

  • 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:

  • REPRESENTATIONS AND WARRANTIES OF THE SELLERS Each of the Sellers, jointly and severally, represents and warrants to the Buyer as follows:

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

  • 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 The Company represents and warrants to each Underwriter that:

  • Representations and Warranties of the Sub-Advisor The Sub-Advisor represents and warrants to the Advisor and the Trust as follows:

  • Representation and Warranties of the Company The Company hereby makes the following representations and warranties to the Purchaser:

  • 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 REGARDING THE SELLERS Each Seller, severally and not jointly, represents and warrants to Purchaser as follows:

  • Representations and Warranties of the Sub-Adviser The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that:

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