REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND SHAREHOLDERS Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND SHAREHOLDERS. Except as disclosed in a document dated as of the date hereof specifically referencing the appropriate schedule or section number to the representations, warranties or covenants in this Agreement which reasonably identifies the basis for an exception to a representation, warranty or covenant in this Agreement and which is delivered by the Companies to Purchaser prior to the execution of this Agreement (the "COMPANY SCHEDULES"), each of the Companies and the Shareholders represent and warrant to Purchaser as set forth below.
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REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND SHAREHOLDERS. The Companies and Shareholders jointly and severally represent and warrant that the following are true and correct as of the date hereof and will be true and correct through the Closing Date as if made on that date; provided, that each Shareholder that is a Trust makes the following representations and warranties only with respect to the Company or Companies in which each such Shareholder owns Stock:
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REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND SHAREHOLDERS. 10 5.1 Organization and Standing of the Companies.......................10 5.2 Absence of Conflicting Agreements................................10 5.3 Consents.........................................................10 5.4 Capital Stock and Partnership Interests..........................10 5.5 Assets...........................................................11 5.6 Trademarks.......................................................11 5.7 Contracts........................................................11 5.8 Customers........................................................13 5.9
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REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND SHAREHOLDERS. The Companies and the Shareholders hereby represent and warrant with respect to the Companies to Buyer and IHS as follows (it being understood that, for the purposes of this Article V, "Companies" shall be deemed to refer collectively to the Companies and their subsidiaries listed on Schedule 5.25, unless the context requires otherwise):
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REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND SHAREHOLDERS. Each of the Companies represents and warrants with respect to itself, and each of the Shareholders individually represents and warrants with respect to itself and, to the best of its knowledge, with respect to each of the Companies in which it owns capital stock, to Parent and the Subs, as follows:
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REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND SHAREHOLDERS. The Companies and Shareholders, jointly and severally, represent and warrant to the Purchaser as follows:
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REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND SHAREHOLDERS. 11 5.1 ORGANIZATION.................................................11 5.2 CAPITALIZATION...............................................11 5.3
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REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND SHAREHOLDERS. The Shareholders and the Companies represent and warrant to Buyer that, except as set forth in the Disclosure Schedule (which Disclosure Schedule is dated the date hereof and delivered by the Shareholders and the Companies to Buyer and deemed a part hereof by this reference), that the representations and warranties contained in Article V are true and correct as of the date hereof and as of the Closing Date:
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REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND SHAREHOLDERS. As a material inducement to the Buyer to enter into this Agreement and to consummate the Transaction, the Companies and the Shareholders, severally and jointly, hereby represent and warrant to Buyer, as of the Agreement Date, as of the Schedule Delivery Date, as to the items to be disclosed on the Schedules, and as of the Closing Date, as follows:
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Related to REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND SHAREHOLDERS

  • REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS The Shareholders, individually and separately, represent and warrant as follows:

  • Representations and Warranties of the Corporation The Corporation hereby represents and warrants to the Purchaser as follows:

  • REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS Each Shareholder hereby represents and warrants to the Company as follows:

  • 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 COMPANY PARTIES Except (a) as set forth in the disclosure letter prepared by the Company and delivered to the Parent Parties at or prior to the execution and delivery of this Agreement (the “Company Disclosure Letter”) (it being acknowledged and agreed that disclosure of any item in any section or subsection of the Company Disclosure Letter shall be deemed disclosed with respect to the section or subsection of this Agreement to which it corresponds and any other section or subsection of this Agreement to the extent the applicability of such disclosure to such other section or subsection of this Agreement is reasonably apparent on its face (it being understood that to be so reasonably apparent on its face, it is not required that the other section or subsection of this Agreement be cross-referenced); provided, that nothing in the Company Disclosure Letter is intended to broaden the scope of any representation or warranty of the Company Parties made herein), or (b) as disclosed in the Company SEC Documents publicly filed with, or furnished to the SEC since January 1, 2019 and prior to the date of this Agreement and available on the SEC’s Electronic Data Gathering and Retrieval System (excluding any information or documents incorporated by reference therein, or filed as exhibits thereto, and excluding any disclosures contained in such documents under the headings “Risk Factors” or “Forward Looking Statements” or any other disclosures contained or referenced therein to the extent they are cautionary, predictive or forward-looking in nature), and then only to the extent that the relevance of any disclosed event, item or occurrence in such Company SEC Documents to a matter covered by a representation or warranty set forth in this Article IV is reasonably apparent on its face, the Company Parties hereby jointly and severally represent and warrant to the Parent Parties that:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES Each of the Buyer Parties represents and warrants to each of the Selling Parties as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE VENDORS The Vendors jointly and severally represent and warrant to the Purchaser the following, and acknowledge that the Purchaser is entitled to rely on such representations and warranties notwithstanding any due diligence investigation done by the Purchaser prior to the closing:

  • Representations and Warranties of the Shareholder The Shareholder hereby represents and warrants to the Company as follows:

  • Representations and Warranties of the Company The Company represents and warrants to each Underwriter that:

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