Representations and Warranties of Nationwide. Nationwide represents and warrants that:
Representations and Warranties of Nationwide. Nationwide hereby represents and warrants to the Securityholder as follows:
Representations and Warranties of Nationwide. Nationwide represents and warrants that it is a holding company duly organized and in good standing under applicable state law, and that its life insurance companies have been duly organized and are in good standing under applicable state law. The foregoing representation and warranty will be true and correct at all times during the term of this Agreement.
Representations and Warranties of Nationwide. Nationwide represents and warrants to Allied as follows:
Representations and Warranties of Nationwide. NFS represents and warrants that it is a holding company duly organized and in good standing under applicable state law, and that each subsidiary listed on Exhibit A has been duly organized and is in good standing under applicable state law. The foregoing representation and warranty will be true and correct at all times during the term of this Agreement.
Representations and Warranties of Nationwide. Nationwide hereby represents and warrants to the Stockholder as follows: Nationwide has all requisite corporate power and authority to execute this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by Nationwide of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Nationwide. Nationwide has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the Stockholder, this Agreement constitutes the valid and binding obligation of Nationwide, enforceable against Nationwide in accordance with its terms. The execution and delivery by Nationwide of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any of the properties or assets of Nationwide under, the organizational documents of Nationwide, any provision of any Contract to which Nationwide is a party or by which any properties or assets of Nationwide are bound or, subject to the filings and other matters referred to in the next sentence, any provision of any Order or any Law applicable to Nationwide or the properties or assets of Nationwide. No Consent of, or registration, declaration or filing with, any Governmental Entity or other Person is required to be obtained or made by or with respect to Nationwide in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than as contemplated by the Merger Agreement, except for the filing with the SEC of any Schedules 13D or 13G, or amendments thereto, and any filings under Section 16 of the Exchange Act, and any filings required by insurance regulatory agencies.
Representations and Warranties of Nationwide. Nationwide hereby represents and warrants to Envestnet as follows:
Representations and Warranties of Nationwide. Nationwide hereby represents and warrants to WebMD as follows:
Representations and Warranties of Nationwide and ------------------------------------------------- NWC. Nationwide and NWC hereby represent and warrant to NFS as follows: ---
Representations and Warranties of Nationwide. (a) It is a corporation duly organized and existing under the laws of the State of California and is qualified to do business under the laws of such jurisdictions where it conducts its business.
