REPRESENTATIONS AND WARRANTIES REGARDING THE TRANSFERRED ENTITIES Sample Clauses

REPRESENTATIONS AND WARRANTIES REGARDING THE TRANSFERRED ENTITIES. Except as disclosed in the Parent Disclosure Schedule, it being agreed that disclosure of any item in a specific section or subsection of the Parent Disclosure Schedule shall also be deemed disclosure with respect to any other section or subsection of this Agreement to which the relevance of such item is reasonably apparent on its face, Parent hereby represents and warrants to Purchaser as follows:
Sample 1
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REPRESENTATIONS AND WARRANTIES REGARDING THE TRANSFERRED ENTITIES. AND SPECIFIED ASSETS 27 4.1 Organization of the Transferred Entities 27 4.2 Authority 27 4.3 No Conflicts 27 4.4 Capitalization of the Transferred Entities 28 4.5 Financial Statements 28 4.6 Undisclosed Liabilities 29 4.7 Litigation and Proceedings 29 4.8 Legal Compliance 29 4.9 Contracts; No Defaults 30 4.10 Transferred Entity Benefit Plans and Seller Benefit Plans 32 4.11 Employees; Labor Matters 34 4.12 Taxes 35 4.13 Sufficiency of Assets 37 4.14 Insurance 37 4.15 Licenses, Permits and Authorizations 37 4.16 Real Property 38 4.17 Intellectual Property 38 4.18 Information Technology; Data Security. 40 4.19 Data Privacy 41 4.20 Environmental Matters 41 4.21 Absence of Changes 42 4.22 Affiliate Matters 42 4.23 Brokers’ Fees 42 4.24 Customers and Suppliers 42 4.25 Accounts Receivable; Accounts Payable 42 4.26 No Additional Representation or Warranties 43 ARTICLE V REPRESENTATIONS AND WARRANTIES REGARDING PURCHASER 43 5.1 Organization and Qualification 43 5.2 Authority 43 5.3 No Conflicts 44 5.4 Purchaser Capitalization 45 5.5 Purchaser Financial Statements 46 5.6 Undisclosed Liabilities 46 5.7 Purchaser Litigation 47 5.8 Purchaser SEC Reports 47 5.9 Legal Compliance 47 5.10 Contracts; No Defaults 47 5.11 Purchaser Entity Benefit Plans 48 5.12 Employees; Labor Matters 49 5.13 Taxes 49 5.14 Insurance 50 5.15 Licenses, Permits and Authorizations 50 5.16 Real Property 50 5.17 Intellectual Property 50 5.18 Information Technology; Data Security 51 5.19 Data Privacy 52 5.20 Environmental Matters 53 5.21 Absence of Changes 53 5.22 Affiliate Matters 54 5.23 Broker’s Fee 54 5.24 Solvency 54 5.25 Certain Information 54 5.26 Investment Decision 54 5.27 Independent Investigation 54 5.28 No Other Representations or Warranties; No Reliance 55 ARTICLE VI COVENANTS OF THE PARTIES 55 6.1 Covenants of Seller 55 6.2 Covenants of Purchaser 57 6.3 Access to Books and Records 58 6.4 Confidentiality 59 6.5 Required Actions 60 6.6 Consents; Shared Contracts 62 6.7 Public Announcements 62 6.8 Intercompany Accounts; Cash 63 6.9 Termination of Intercompany Arrangements 63 6.10 Guarantees; Commitments 63 6.11 Insurance 63 6.12 D&O Indemnity 64 6.13 Litigation Support 65 6.14 Misdirected Payments 65 6.15 Wrong Pockets 65 6.16 Use of Seller Names; License 66 6.17 Use of Transferred Marks; License 67 6.18 Intellectual Property Assignments 67 6.19 Employee Non-Solicitation 68 6.20 Non-Competition 68 6.21 Resignations 69 6.22 Release 69 6.23 Pre-Closing Restructuring 70 6.24 R&W Insurance 7...
Sample 1

Related to REPRESENTATIONS AND WARRANTIES REGARDING THE TRANSFERRED ENTITIES

  • Representations and Warranties Regarding the Seller The Seller represents, warrants and covenants to the Purchaser that as of the date hereof and as of each Closing Date:

  • REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY (a) The Company represents and warrants to, and agrees with, the several Underwriters, as of the date hereof and as of the Closing Date and as of each Option Closing Date, if any, as follows:

  • Representations and Warranties Regarding the Master Servicer The Master Servicer represents and warrants to the Issuer and for the benefit of the Indenture Trustee, as pledgee of the Mortgage Loans and the Bondholders, as of the Cut-off Date and the Closing Date, that: (i) The Master Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Master Servicer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Master Servicer or the validity or enforceability of the Mortgage Loans; (ii) The Master Servicer has the power and authority to make, execute, deliver and perform this Servicing Agreement and all of the transactions contemplated under this Servicing Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Servicing Agreement. When executed and delivered, this Servicing Agreement will constitute the legal, valid and binding obligation of the Master Servicer enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (iii) The Master Servicer is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Servicing Agreement, except for such consent, license, approval or authorization, or registration or declaration, as shall have been obtained or filed, as the case may be; (iv) The execution and delivery of this Servicing Agreement and the performance of the transactions contemplated hereby by the Master Servicer will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Master Servicer or any provision of the certificate of incorporation or bylaws of the Master Servicer, or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Master Servicer is a party or by which the Master Servicer may be bound; (v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending (other than litigation with respect to which pleadings or documents have been filed with a court, but not served on the Master Servicer), or to the knowledge of the Master Servicer threatened, against the Master Servicer or any of its properties or with respect to this Servicing Agreement or the Bonds or the Certificates which, to the knowledge of the Master Servicer, has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Servicing Agreement; and (vi) The Master Servicer is a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. The foregoing representations and warranties shall survive any termination of the Master Servicer hereunder.

  • Representations and Warranties Regarding the Servicer The Servicer represents and warrants to Company, the Issuer and for the benefit of the Indenture Trustee, as pledgee of the Mortgage Collateral, and the Securityholders, as of the Cut-Off Date, [the date of the Servicing Agreement], the Closing Date [and any Deposit Date], that: (i) The Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of [_______] and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Servicer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Servicer; (ii) The Servicer has the power and authority to make, execute, deliver and perform this Servicing Agreement and all of the transactions contemplated under this Servicing Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Servicing Agreement. When executed and delivered, this Servicing Agreement will constitute the legal, valid and binding obligation of the Servicer enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (iii) The Servicer is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Servicing Agreement, except for such consent, license, approval or authorization, or registration or declaration, as shall have been obtained or filed, as the case may be; (iv) The execution and delivery of this Servicing Agreement and the performance of the transactions contemplated hereby by the Servicer will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Servicer or any provision of the Certificate of Incorporation or Bylaws of the Servicer, or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Servicer is a party or by which the Servicer may be bound; and (v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the knowledge of the Servicer threatened, against the Servicer or any of its properties or with respect to this Servicing Agreement or the Notes or the Certificates which in the opinion of the Servicer has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Servicing Agreement. The foregoing representations and warranties shall survive any termination of the Servicer hereunder.

  • Representations and Warranties Regarding the Contract Files Seller represents and warrants as of the execution and delivery of this Agreement and as of the Closing Date, in the case of the Initial Contracts, and as of the applicable Subsequent Transfer Date, in the case of Subsequent Contracts, that:

  • REPRESENTATIONS AND WARRANTIES REGARDING SELLER Seller represents and warrants, as of the execution and delivery of this Agreement and as of the Closing Date, that:

  • Representations and Warranties Regarding Each Contract Seller represents and warrants as to each Contract as of the execution and delivery of this Agreement and as of the Closing Date, that:

  • Representations and Warranties by Seller Seller represents and warrants to Buyer as follows:

  • Representations and Warranties of Contractor Contractor represents and warrants to Company the following:

  • Representations and Warranties of Client Client represents and warrants to Agency as follows: A. All Referred Accounts placed with Agency hereunder are lawfully due and owing, that they are owned by the Client (or its affiliates and customers) and that the Referred Accounts are not subject to any claim of fraud or otherwise wholly or partially invalid due to payment or settlement by the obligor or any other claim or defense. B. Information and data on the Referred Accounts is accurate to the best of Client’s information and knowledge. C. Client is not aware of any disputes regarding the Referred Accounts, including any bankruptcy filing or expiration of the applicable statute of limitations.

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