Representations and Warranties of the Company Concerning the Company and its Subsidiaries Sample Clauses

Representations and Warranties of the Company Concerning the Company and its Subsidiaries. The Company represents and warrants to each Investor, with the understanding that each of them is being induced to enter into this Agreement and the other Transaction Documents to which such Investor is a party in reliance on such representations and warranties, that the statements contained in this Section 4 are true, correct and complete in all material respects as of the date of this Agreement and will be true, correct and complete in all material respects as of the Closing Date except, in the case of each such representation, as set forth in the Disclosure Letter. Each such representation and warranty shall survive the Closing and shall continue in force and effect for a period of 24 months from the Closing Date, except that (i) the representations and warranties set out in clause (j) below with respect to claims or lawsuits shall not expire, (ii) the representations and warranties set out in clause (i) below with respect to environmental claims shall continue in force and effect for a period of 60 months from the Closing Date, (iii) the representations and warranties set out in clauses (c), (h) and (o) below shall continue in force and effect through the expiration of the statute of limitations for claims related thereto, and (iv) the representations and warranties set out in clause (g) below with respect to Taxes shall continue in full force and effect until the six months anniversary after the expiration of the applicable Tax statute of limitations (as the same may be extended).
Sample 1
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Representations and Warranties of the Company Concerning the Company and its Subsidiaries. In reliance on the representations and warranties of the Investors, as set forth in Section 3, the Company represents and warrants to each Investor that the statements contained in this Section 4 are true, correct and complete in all material respects as of the date of this Agreement and will be true, correct and complete in all material respects as of the Closing Date. Each such representation and warranty shall survive the Closing and shall continue in force and effect for a period of 24 months from the Closing Date, except that (i) the representations and warranties set out in clause (f) below with respect to claims or lawsuits shall not expire, and (ii) the representations and warranties set out in clause (e) below with respect to environmental claims shall continue in force and effect for a period of 60 months from the Closing Date. Each of the Corporation's representations in this Section 4 is qualified by reference to the Corporation's recently implemented cash constraint measures, and the effect of those measures on the Corporation's performance of its contractual obligations, its compliance with Applicable Law, the status of its Subsidiaries under law relating to insolvency and its relationship with vendors, customers and employees or former employees.
Sample 1

Related to Representations and Warranties of the Company Concerning the Company and its Subsidiaries

  • 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 PARENT PARTIES The Parent Parties hereby jointly and severally represent and warrant to the Company Parties as follows:

  • Representations and Warranties of the Company Regarding the Offering (a) The Company represents and warrants to, and agrees with, the several Underwriters, as of the date hereof and as of the Closing Date (as defined in Section 4(d) below) and as of each Option Closing Date (as defined in Section 4(b) below), as follows:

  • Representations and Warranties of the Partnership Parties The Partnership Parties, jointly and severally, represent and warrant to, and agree with, each of the Underwriters that:

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

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS The Company and each Seller, jointly and severally, hereby represents and warrants to the Purchaser that:

  • Representations and Warranties of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, represent and warrant to, and covenant with, each Underwriter as follows:

  • 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 BUYER PARTIES Each of the Buyer Parties represents and warrants to each of the Selling Parties as follows:

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