REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. Each of the Companies 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 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, for itself, represents and warrants to the Placement Agent that:
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.
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. Each Company hereby represents and warrants that it is a corporation duly organized and validly existing in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Company has the corporate power and authority to execute and deliver this Amendment and to perform its obligations under this Amendment and the Note Agreement as amended hereby. The execution and delivery by each Company of this Amendment and the performance by each such Company of its obligations under this Amendment and the Note Agreement as amended hereby have been duly authorized by all necessary corporate action on the part of each Company. Each Company has duly executed and delivered this Amendment, and this Amendment and the Note Agreement as amended hereby constitute the legal, valid and binding obligations of each Company, enforceable against each such Company in accordance with its terms.
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. Each of the Companies hereby represents and warrants, severally and not jointly, to each Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES. Each of the Companies represents and warrants to the Purchaser as follows as of the date hereof and as of the Closing Date:
