REPRESENTATIONS AND WARRANTIES OF THE Vendor PARTIES Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE Vendor PARTIES. Section 3.1 Representations and Warranties of the Vendor Parties 32 Section 3.2 No Other Representations and Warranties. 50
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REPRESENTATIONS AND WARRANTIES OF THE Vendor PARTIES. Except as (1) set forth in the corresponding sections of the Disclosure Letter or (2) Fairly Disclosed in the Public Filings (excluding any disclosures set forth in any section of a document in the Public Filings entitled "Risk Factors," "Cautionary Statement on Forward-Looking Information" or similarly titled section or any other disclosures included in such filings to the extent that they are cautionary, predictive or forward-looking rather than historical facts) prior to the date of this Agreement, each of the Vendor Parties, jointly and severally, represents and warrants, as of the date of this Agreement and as of the Closing Date (except to the extent any such representations and warranties, by their terms, are made expressly as of a specified date), as follows to the Purchaser and acknowledges that the Purchaser is relying upon such representations and warranties in connection with its purchase of the Purchased Shares: Corporate Matters
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REPRESENTATIONS AND WARRANTIES OF THE Vendor PARTIES. 22 6.1 Representations and Warranties 22 6.2 Survival of Representations and Warranties 28
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Related to REPRESENTATIONS AND WARRANTIES OF THE Vendor PARTIES

  • 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 BUYER PARTIES Each of the Buyer Parties represents and warrants to each of the Selling Parties 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 BUYERS Each Buyer represents and warrants to the Sellers as follows:

  • Representations and Warranties of the Purchasers Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):

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

  • 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 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 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.

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