Representations and Warranties with Respect to Parent Parties Sample Clauses

Representations and Warranties with Respect to Parent Parties. Each of Parent Parties represents and warrants to the Company that the statements contained in this Article IV are true, correct and complete in all respects, and not misleading in any respect, as of the date hereof and as of the Closing (unless any representations and warranties expressly relate to another date, in which case as of such other date). Each of Parent Parties may, at any time before the Closing Date, disclose any exceptions or qualifications to the statements contained in this Article IV in a separate schedule, unless the facts or circumstances so disclosed constitute a Material Adverse Effect, in which case such disclosure shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty made in this Agreement by such Parent Party for the purpose of determining whether the condition set forth in Section 6.3(a) have been satisfied or impaired the Company’s right to terminate this Agreement pursuant to Section 7.1, unless, in each case, the Company specifically agrees thereto in writing. The information so disclosed shall be deemed to have cured any inaccuracy of or breach in any representation or warranty made by such Parent Party, except for relating to any untrue and incorrect representation or warranty made in this Agreement by such Parent Party prior to or as of the date hereof.
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Representations and Warranties with Respect to Parent Parties. 5.1 Due Incorporation; Subsidiaries
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Representations and Warranties with Respect to Parent Parties. Each Parent Party, jointly and severally, represents and warrants to the Seller Parties as of the Agreement Date and as of the Closing Date, except as set forth in the Disclosure Schedules, as follows:
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Related to Representations and Warranties with Respect to Parent Parties

  • REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COMPANY The Operating Partnership and the Company hereby jointly and severally represent and warrant to each Contributor with respect to the Company that:

  • REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PURCHASER The Purchaser hereby represents and warrants that, as of the Closing Date:

  • REPRESENTATIONS AND WARRANTIES OF THE PARENT PARTIES The Parent Parties hereby jointly and severally represent and warrant to the Company Parties as follows:

  • REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL With respect to the Collateral, Grantor represents and promises to Lender that:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB Parent and Sub represent and warrant to the Company as follows:

  • Representations and Warranties of the Parent The Parent hereby represents and warrants to the Shareholder as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT Parent hereby represents and warrants to the Stockholder as follows:

  • Representations and Warranties of the Company The Company represents and warrants to each Underwriter that:

  • 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 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:

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