REPRESENTATIONS AND WARRANTIES RELATING TO THE BUSINESS. The Seller Parties hereby, jointly and severally, represent and warrant to the Purchaser as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE BUSINESS. Except as set forth in the Seller Disclosure Letter, the Sellers hereby represent and warrant to Purchaser as of the date of this Agreement and as of the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE BUSINESS. Subject to Section 11.11, except as set forth in the Amber Disclosure Schedules, each of the Amber Entities hereby represents and warrants to ARYA, in each case, as of the date of this Agreement and as of the Closing, as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE BUSINESS. The Seller Parties hereby, jointly and severally, represent and warrant to the Purchaser as follows, which representations and warranties shall (subject to the terms and conditions set forth in this Agreement) be true and correct as of the date hereof and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES RELATING TO THE BUSINESS. 28 3.1 Organization of the Company and the Subsidiary. 28
REPRESENTATIONS AND WARRANTIES RELATING TO THE BUSINESS. 30 Section 5.1 RSUI-Produced Insurance Contracts............................................... 30 Section 5.2 Producer Relationships.......................................................... 31 Section 5.3 Third Party Reinsurance Contracts............................................... 32
REPRESENTATIONS AND WARRANTIES RELATING TO THE BUSINESS. Subject to Section 15.1 hereof, Seller hereby represents and warrants to Purchaser as of the date of this Agreement (except if another date is specified in the representation or warranty), that:
Section 5.1 RSUI-Produced Insurance Contracts. All application forms and policy forms used in underwriting the In Force RSUI-Produced Insurance Contracts for admitted business are (i) in material compliance (and at their respective dates of issuance were in material compliance) with Applicable Law, (ii) on forms approved by the insurance regulatory authority of the jurisdiction in which they were issued or (iii) on forms which have been filed with and not objected to by such authorities within the period provided for objection and any rates or rules with respect to such In Force RSUI-Produced Insurance Contracts required to be filed or approved by such applicable insurance regulatory authorities have been so filed or approved. All such application forms, forms of insurance policies and rates or rules are utilized in compliance in all material respects with Applicable Law.
REPRESENTATIONS AND WARRANTIES RELATING TO THE BUSINESS. Seller represents and warrants to Buyer that:
REPRESENTATIONS AND WARRANTIES RELATING TO THE BUSINESS. Seller hereby represents and warrants to Buyer as of the date hereof:
REPRESENTATIONS AND WARRANTIES RELATING TO THE BUSINESS. Each Seller hereby represents and warrants to Buyer that the following representations and warranties relating to CLS Holding, Tuscany and its Subsidiaries are true and correct as of the date of this Agreement, and the Closing Date except to the extent such representation and warranty expressly relates to a specific date only (in which case such representation and warranty shall be true and accurate as of such date only). Irrespective of the content of the individual representations and warranties set forth in Section 6, any representation and warranty shall be limited or excluded, as the case may be, by any matter or information that is disclosed in:
a) the vendor’s due diligence report “Project Horizon” (re. financial and pension issues) provided by EY on May 15, 2014 (provided on DVD); the Q&A Responses dated 31 October 2014 and the additional documents listed in Exhibit 6 a). The Parties explicitly agree that Article 200 CO shall not apply,
b) the disclosure letter delivered by Sellers to Buyer (the Disclosure Letter, Exhibit 6 b); and
c) this Agreement and in the Schedules, Exhibits and other annexes attached to this Agreements (Transaction Agreements). (All documents referred to in Section 6 a) through c) collectively the Disclosed Documents). The information contained in the Disclosed Documents shall be deemed fairly disclosed to the Buyer, and shall operate as an exception to Sellers’ representations and warranties as set forth in Section 6, and exclude the remedies of Buyer as set out in Section 8. The concept of fair disclosure as defined herein shall supersede article 200 CO. For the purposes of this Section 6 and taking into account that the Disclosed Documents incorporate documents which are governed by several different laws and are drafted in several different languages, “fairly disclosed” shall mean a disclosure of a fact or matter or other information in a document disclosed by the Sellers to Buyer in a manner that would allow a reasonably diligent, knowledgeable, professionally advised and well informed buyer from a similar industry sector to reasonably identify and discern the relevance or risk implication of such matter, fact or circumstance, including the magnitude and probability of such risk.
