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 COMPANIES. Each of the Companies represents and warrants to each Underwriter that:
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. Each of the Companies severally and not jointly represents and warrants to the Sellers as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. Each of the Companies hereby represents and warrants to Indemnitee as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. To induce each Lender and the Agent to execute and deliver this Agreement, each Company represents, warrants and covenants that:
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. Each Company hereby represents and warrants to the Parent and Purchasers, as of the date hereof and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. Each Company, for itself, represents and warrants to the Placement Agent that:
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. Each Company hereby represents and warrants as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. 22 4.1 Organization and Qualification 22 4.2 Authority; No Breach. 22 4.3 Securities and Ownership; Subsidiaries. 23 4.4 Financial Statements 24 4.5 Interests of Related Persons 25 4.6 Absence of Undisclosed Liabilities 25 4.7 Absence of Certain Changes or Events 25 4.8 Taxes. 27 4.9 Assets. 29 4.10 Intellectual Property. 30 4.11 Accounts Receivable 33 4.12 Contracts and Commitments 33 4.13 Customers, Subcontractors and Suppliers. 35 4.14 Insurance. 36 4.15 Litigation, etc 37 4.16 Compliance with Law; Necessary Authorizations; Securities Matters. 38 4.17 Environmental Matters. 38 4.18 Labor Matters 39 4.19 Employee Benefit Plans. 39 4.20 Employees. 42 4.21 Business Generally 42 4.22 Questionable Payments 42 4.23 Finders 42 4.24 Bank Accounts 43 4.25 Jamestown 43 4.26 Disclosure 43 4.27 Treasury Forms 44 ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE ESOP TRUST 44 5.1 Organization 44 5.2 Authority Relative to this Agreement; No Violation 44 5.3 Conflicts, etc 45 5.4 Title 45 5.5 Investigations; Litigation 45
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. The Companies hereby jointly and severally represent and warrant that this Security Agreement is a valid and binding obligation of the Companies and is enforceable in accordance with its terms. The execution and delivery hereof has been duly authorized by the Board of Directors of each of the Companies, and neither the execution nor performance of this Security Agreement will conflict with any other agreement to which the Companies are a party or by which they are bound.
