REPRESENTATIONS OF VPI AND NEWCOS Sample Clauses

REPRESENTATIONS OF VPI AND NEWCOS. VPI and the NEWCOS jointly and severally represent and warrant that all of the following representations and warranties in this Section 6 are true at the date of this Agreement and, subject to Section 7.8 hereof, shall be true at the time of Pre-Closing and the Closing Date, and that such representations and warranties shall survive the Closing Date for a period of two years (the last day of such period being the "Expiration Date"), except that (i) the warranties and representations set forth in Section 6.14 hereof shall survive until such time as the limitations period has run for all Tax periods ended on or prior to the Closing Date, which shall be deemed to be the Expiration Date for Section 6.14, (ii) the warranties and representations set forth in Section 6.17 hereof shall survive until April 15, 2002, or until such later date as the limitations period on the assessment of additional tax relating to the taxable year in which the transactions contemplated herein occur may be extended from time to time, so long as VPI has been notified of such extension and has consented to such extension (which consent shall not be unreasonably withheld) and (iii) solely for purposes of determining whether a claim for indemnification under Section 11.2(iv) hereof has been made on a timely basis, and solely to the extent that in connection with the IPO, the STOCKHOLDERS or the COMPANIES actually incur liability under the 1933 Act, the 1934 Act, or any other federal or state securities laws, the representations and warranties set forth herein shall survive until the expiration of any applicable limitations period, which shall be deemed to be the Expiration Date for such purposes.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
REPRESENTATIONS OF VPI AND NEWCOS. 31 6.1 Due Organization....................................................32 6.2 Authorization.......................................................32 6.3 Capital Stock of VPI and NEWCOS.....................................32 6.4 Transactions in Capital Stock.......................................33 6.5 Subsidiaries........................................................33 6.6
Sample 1See All (4)

Related to REPRESENTATIONS OF VPI AND NEWCOS

  • REPRESENTATIONS OF ULTIMUS Ultimus represents and warrants that: (1) it will maintain a disaster recovery plan and procedures including provisions for emergency use of electronic data processing equipment, which is reasonable in light of the services to be provided, and it will, at no additional expense to the Trust, take reasonable steps to minimize service interruptions (Ultimus shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided it maintains such plans and procedures); (2) this Agreement has been duly authorized by Ultimus and, when executed and delivered by Ultimus, will constitute a legal, valid and binding obligation of Ultimus, enforceable against Ultimus in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (3) it is duly registered with the appropriate regulatory agency as a transfer agent and such registration will remain in full force and effect for the duration of this Agreement; and (4) it has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • Representations of BISYS BISYS represents and warrants that: (a) BISYS has been in, and shall continue to be in, substantial compliance with all provisions of law, including Section 17A(c) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), required in connection with the performance of its duties under this Agreement; and (b) the various procedures and systems which BISYS has implemented with regard to safekeeping from loss or damage attributable to fire, theft or any other cause of the blank checks, records, and other data of the Trust and BISYS' records, data, equipment, facilities and other property used in the performance of its obligations hereunder are adequate and that it will make such changes therein from time to time as are required for the secure performance of its obligations hereunder.

  • Representations of GFS GFS represents and warrants to the Trust that:

  • Representations of Company (a) Company represents and warrants that the Variable Accounts have been established and are in good standing under the laws of their state of organization; and the Variable Accounts have been registered as unit investment trusts under the 1940 Act and will remain so registered, or are exempt from registration pursuant to Section 3(c)(11) of the 1940 Act;

  • Representations of Seller The Seller makes the following representations on which the Issuer is deemed to have relied in acquiring the Receivables. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

  • Representations of the Buyer The Buyer represents and warrants to the Seller as follows:

  • REPRESENTATIONS OF ADVISER The Adviser represents, warrants and agrees as follows:

  • Representations of Consultant Consultant hereby represents and warrants to Company that (i) he has the full, complete and entire right and authority to enter into this Agreement, (ii) the execution of this Agreement by Consultant and the performance of Consultant's Services hereunder will not violate, or be a breach of, any agreement, law or commitment or responsibility of any kind with a former employer, client, or any other person or entity (whether government-owned or otherwise). Consultant has and will continue to truthfully disclose to Company the following matters, whether occurring, at any time preceding the date of this Agreement or at any time during the term of this Agreement:

  • Representations of the Company The Company represents and warrants to the Purchaser that:

  • REPRESENTATIONS OF CORPORATION During such time as the Option remains outstanding and unexpired, the Corporation will reserve for issuance, upon the exercise of the Option, the number of shares of the Corporation’s $.001 par value common stock that are subject to the Option.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!