REPRESENTATIONS AND WARRANTIES REGARDING BUYER. Buyer hereby represents and warrants to Seller as follows:
REPRESENTATIONS AND WARRANTIES REGARDING BUYER. Buyer hereby represents and warrants, as of the date hereof and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES REGARDING BUYER. Buyer hereby represents and warrants to Seller as follows as of the date hereof and as of the Closing Date (except for such representations and warranties which address matters only as of a specific date, which representations and warranties shall be true and correct as of such specific date):
REPRESENTATIONS AND WARRANTIES REGARDING BUYER. 43 Section 6.01 Incorporation and Authority of Buyer 43 Section 6.02 No Conflict 44 Section 6.03 Consents and Approvals 44 Section 6.04 Absence of Litigation 45 Section 6.05 Securities Matters 45 Section 6.06 Financial Ability 45 Section 6.07 Brokers 45 Section 6.08 Investigation 45 ARTICLE VII ACTIONS PRIOR TO THE CLOSING DATE 46 Section 7.01 Conduct of Business Prior to the Closing 46 Section 7.02 Access to Information 48 Section 7.03 Regulatory and Other Authorizations; Consents 49 Section 7.04 Intercompany Obligations 51 Section 7.05 Intercompany Arrangements 51 Section 7.06 Termination of Hedging Arrangements 52 Section 7.07 Berkshire Retrocession Agreement 52 Section 7.08 Formation of Buyer Reinsurer 52 Section 7.09 Disclosure Schedule Updates 52 Section 7.10 Seller Guarantees 52 Section 7.11 Liens 53 Section 7.12 Transition Services Agreement 53 Section 7.13 Model Escrow Agreement 53 Section 7.14 Agreed Model Scenarios 54 ARTICLE VIII ADDITIONAL AGREEMENTS 54 Section 8.01 Access to Information 54 Section 8.02 Books and Records 54 Section 8.03 Confidentiality 55 Section 8.04 Non-Compete; Non-Solicit 55 Section 8.05 Exclusivity 57 Section 8.06 Insurance 58 Section 8.07 Trade Names and Trademarks 58 Section 8.08 Guarantees 59 Section 8.09 Transaction Agreements 59 Section 8.10 D&O Liabilities 60 Section 8.11 VIF Reports 60 Section 8.12 Further Action 60 ARTICLE IX EMPLOYEE MATTERS 61 Section 9.01 Employee Matters 61 ARTICLE X TAX MATTERS 62 Section 10.01 Liability for Taxes 62 Section 10.02 Tax Returns 64 Section 10.03 Contest Provisions 64 Section 10.04 Assistance and Cooperation 65 Section 10.05 Other Tax Matters 65 ARTICLE XI CONDITIONS TO CLOSING AND RELATED MATTERS 66 Section 11.01 Conditions to Obligations of Seller 66 Section 11.02 Conditions to Obligations of Buyer 67 ARTICLE XII TERMINATION AND WAIVER 68 Section 12.01 Termination 68 Section 12.02 Notice of Termination 69 Section 12.03 Effect of Termination 69 Section 12.04 Extension; Waiver 69 ARTICLE XIII INDEMNIFICATION 69 Section 13.01 Indemnification by Seller 69 Section 13.02 Indemnification by Buyer 70 Section 13.03 Notification of Claims 71 Section 13.04 Payment 72 Section 13.05 No Duplication; Exclusive Remedies 73 Section 13.06 Additional Indemnification Provisions 73 Section 13.07 Reserves 74 ARTICLE XIV GENERAL PROVISIONS 75 Section 14.01 Survival 75 Section 14.02 Expenses 75 Section 14.03 Notices 75 Section 14.04 Public Announcements 77 Section 14.05 Severability 77 Section 14.06 E...
REPRESENTATIONS AND WARRANTIES REGARDING BUYER. Except as set forth in the correspondingly identified subsection of the Buyer Disclosure Schedule, Buyer hereby represents and warrants to Seller as follows:
REPRESENTATIONS AND WARRANTIES REGARDING BUYER. In order to induce Seller Parties to enter into and perform this Agreement and to consummate the Transactions, Buyer hereby represents and warrants to the Seller Parties that the following representations and warranties are true, accurate and complete as of the Closing:
REPRESENTATIONS AND WARRANTIES REGARDING BUYER. Except as set forth in the Disclosure Schedules, Buyer hereby represents and warrants to Seller that the statements contained in this Article V are complete and correct as of the Execution Date, and will be complete and correct as of the Closing Date (unless any such representation or warranty speaks to an earlier date and provided that any such representation or warranty that speaks to a "current" or "currently" dated time period shall be deemed to refer to such representation or warranty as of the Execution Date):
REPRESENTATIONS AND WARRANTIES REGARDING BUYER. Buyer represents and warrants to each Seller that, as of the date hereof, as of the First Closing Date (with respect to the transactions to be consummated at the First Closing) and as of the Second Closing Date (with respect to the transactions to be consummated at the Second Closing), as follows:
REPRESENTATIONS AND WARRANTIES REGARDING BUYER. Buyer hereby represents and warrants to the Interest Holders as follows:
REPRESENTATIONS AND WARRANTIES REGARDING BUYER. Buyer represents and warrants to the best of Buyer's knowledge and belief to, and covenants and agrees with, Shareholder (other than with respect to Sections 4.01, 4.02, 4,03 and 4.04, which representations and warranties are not qualified to the best of Buyer's knowledge and belief) that:
