REPRESENTATIONS AND WARRANTIES OF XXXX XXXXXXX. Xxxx Xxxxxxx represents and warrants as follows:
REPRESENTATIONS AND WARRANTIES OF XXXX XXXXXXX. As an inducement to OSL entering into the Exchange, and to obtain the reliance of OSL and the OSL shareholders, Xxxx Xxxxxxx e represents and warrants, as follows:
REPRESENTATIONS AND WARRANTIES OF XXXX XXXXXXX. Except as separately disclosed to the Buyers in writing as of the date hereof (it being agreed that disclosure shall apply only to the indicated section of this Agreement and to such other sections of this Agreement to the extent that it is reasonably apparent that such matter is relevant to such other sections), each of the Xxxx Xxxxxxx hereby represent and warrant (severally and not jointly) (and for the avoidance of doubt, notwithstanding anything to the contrary contained herein, as follows:
REPRESENTATIONS AND WARRANTIES OF XXXX XXXXXXX. Xxxx Xxxxxxx represents and warrants to the Company that, with respect to each source of funds to be used by it to purchase its Senior Subordinated Notes and its Warrants (respectively, the "Source"), at least one of the following statements is accurate as of the Closing Date:
(a) The Source is an "insurance company general account," as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (issued July 12, 1995) (PTE 95-60), and the purchase is exempt under the provisions of PTE 95-60;
(b) The Source is a "governmental plan" as defined in Title I, Section 3(32) of ERISA;
(c) The Source is either (i) an insurance company pooled separate account, and the purchase is exempt in accordance with Prohibited Transaction Exemption 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, in which case the purchase is exempt in accordance with PTE 91-38 (issued July 12, 1991);
(d) The Source is an "investment fund" managed by a "qualified professional asset manager" or "QPAM" (as defined in Part V of PTE 84-14, issued March 13, 1984) which QPAM has been identified in writing, and the purchase is exempt under PTE 84-14 provided that no other party to the transaction described in this Agreement and no "affiliate" of such other party (as defined in Section V(c) of PTE 84-14) has at this time, and has not exercised at any time during the immediately preceding year, the authority to appoint or terminate said QPAM as manager of the assets of any "plan" identified in writing pursuant to this paragraph (d) or to negotiate the terms of said QPAM's management agreement on behalf of any such identified "plans"; or
(e) The Source is one or more "plans" or a separate account or trust fund comprised of one or more "plans," each of which has been identified in writing pursuant to this paragraph (e).
REPRESENTATIONS AND WARRANTIES OF XXXX XXXXXXX. Xxxxx Xxxxxxx, Xx. and Xxxxx Xxxxxxx, Xx. Xxxx Xxxxxxx, Xxxxx Xxxxxxx, Xx., and Xxxxx Xxxxxxx, Xx., (each a "Representor"), severally and not jointly, acknowledging that Purchaser is relying on these representations and warranties in entering into this Agreement and the transaction(s) contemplated herein, and in the absence of such representations would not enter into said transactions, represents and warrants as to herself or himself as follows:
(a) Such Representor has not sold, transferred, licensed or conveyed any of the Sellers' rights, title or interest in and to any of the Sellers' Trademarks, except to the extent noted on Schedule 3.2.a. or 3.3.a. hereto.
(b) To the actual knowledge of such Representor, none of the Sellers has sold, transferred, licensed or conveyed any of its rights, title or interest in and to any of such Seller's Trademarks, except to the extent noted on Schedule 3.2.a or 3.3.a. hereto.
REPRESENTATIONS AND WARRANTIES OF XXXX XXXXXXX. Subject to Section 10.17, except as disclosed in the disclosure schedules (the “Xxxx Xxxxxxx Disclosure Schedules”) delivered to Shyft by Xxxx Xxxxxxx on the date of this Agreement, Xxxx Xxxxxxx hereby represents and warrants to Shyft, as follows:
REPRESENTATIONS AND WARRANTIES OF XXXX XXXXXXX
