REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND XXXXX Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND XXXXX. The Company hereby represents and warrants to the Investors, as of the date hereof and as of the Closing Date (and Xxxxx hereby represents and warrants to the Investors as of the Closing Date solely with respect to the last sentence of Section 6.20.1 and all of Section 6.27), as follows:
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND XXXXX. The Company and Xxxxx represent, warrant and covenant to the Provider that as of the Effective Date:
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND XXXXX. The Company and Xxxxx hereby represent and warrant to the Investor as of the date hereof; as of the Funding Date, and as of the date of any additional issuance of Senior Preferred Stock to the Investor pursuant to a Subsequent Closing as follows; provided, however, that the following representations and warranties by Xxxxx shall be qualified as to materiality and shall be made subject to her reasonable knowledge.
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND XXXXX. The Company and Xxxxx, jointly and severally, hereby represent and warrant to the Buyers that each of the statements in this ARTICLE 4 is true, correct and complete, except as set forth in the specific numbered sections and lettered subsections of this ARTICLE 4 in the disclosure schedule and schedule of exceptions, delivered herewith and dated as of the date hereof, and organized with corresponding numbered sections and lettered subsections (the “Company Disclosure Schedule”).
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND XXXXX. The Company hereby represents and warrants to River Cities (with respect to Sections 6.1 through 6.28 inclusive) and to the other Investors (solely with respect to Section 6.2) and Xxxxx hereby represents and warrants to
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND XXXXX. As a material inducement to the Purchaser to enter into this Agreement and to purchase the Shares, the Company and Xxxxx, jointly and severally, represent and warrant that the following statements are true and correct in all material respects as of the date hereof and will be true and correct in all material respects at Closing, except as expressly qualified or modified herein.
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND XXXXX. 7 3.1 Organization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7 3.2 Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7 3.3
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND XXXXX. The Company (until the Closing) and Xxxxx, jointly and severally, hereby represent and warrant to Buyer that the statements contained in this Article III are true, correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article III), except as set forth in the Disclosure Schedule attached hereto and delivered by Xxxxx to Buyer on the date hereof (the "Disclosure Schedule"). The Disclosure Schedule will be arranged in sections corresponding to the lettered and numbered sections contained in this Article III.
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND XXXXX. Except as otherwise set forth on a Disclosure Schedule delivered by the Company to the Purchaser at the time this Agreement is executed, the Company and Xxxxx, jointly and severally, hereby make the following representations and warranties to the Purchaser as of the date hereof (except as otherwise specified) and the Closing Date:
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Related to REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND XXXXX

  • 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 The Company represents and warrants to each Underwriter that:

  • 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 Consultant The Consultant represents and warrants to and covenants with the Company that:

  • REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS Each of the Contributors, severally and not jointly, solely as to itself and not as to any other Contributor, hereby represents and warrants to the Purchaser and ATA as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTOR The Contributor represents and warrants to the Operating Partnership as set forth below in this ARTICLE 2. Notwithstanding any other provision of the Contribution Agreement or this EXHIBIT E, the Contributor makes representations, warranties and indemnities only with respect to: (i) the Properties identified on EXHIBIT A to the Contribution Agreement (the "Property" or the "Properties"), and (ii) the interests in the Partnerships to be transferred by the Contributor.

  • Representation and Warranties of the Company The Company hereby makes the following representations and warranties to the Purchaser:

  • Covenants, Representations and Warranties of the Company The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at the Closing, to the Holders, Lazard Frères & Co. LLC and Lazard Capital Markets LLC, and all such covenants, representations and warranties shall survive the Closing.

  • Representations and Warranties of the Client A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

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

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