Representations and Warranties of the Holdings Parties Sample Clauses

Representations and Warranties of the Holdings Parties. The Holdings Parties hereby, jointly and severally, represent and warrant to the Company, as of the date hereof, as follows:
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Representations and Warranties of the Holdings Parties. The Holdings Parties, jointly and severally, represent and warrant to each of the Xxxx Parties as of the date of this Agreement and at all times during the term of this Agreement, as follows:
Sample 1
Representations and Warranties of the Holdings Parties. 7 Section 3.1 Qualification, Organization, Subsidiaries, Etc. 7 Section 3.2 Capitalization 7 Section 3.3 Authority; No Violation; Consents and Approvals 9 Section 3.4 SEC Reports and Compliance 10 Section 3.5 No Undisclosed Liabilities 11 Section 3.6 Compliance with Law 11 Section 3.7 Employee Benefits 11 Section 3.8 Absence of Certain Changes or Events 12 Section 3.9 Investigations; Litigation 12 Section 3.10 Proxy Statement; Other Information 12 Section 3.11 Tax Matters 13 Section 3.12 Labor Matters 13 Section 3.13 Assets of the Holdings Parties 14 Section 3.14 Opinion of Financial Advisor 14 Section 3.15 Required Approvals 14 Section 3.16 Material Contracts 14 Page
Sample 1
Representations and Warranties of the Holdings Parties. Except as disclosed (a) in (i) the Holdings SEC Documents (as defined herein) or (ii) the Xxxxxx SEC Documents (as defined in the Xxxxxx Agreement), in each case filed on or after December 31, 2008 and prior to the date of this Agreement (excluding any disclosures included in any risk factor section of such documents and any other disclosures in such documents to the extent that they are cautionary, predictive or forward-looking in nature) or (b) in a section of the disclosure schedule delivered concurrently herewith by the Holdings Parties to Parent (the “Holdings Disclosure Schedule”) corresponding to the applicable sections of this Article III to which such disclosure applies (provided, however, that any information set forth in one section of such Holdings Disclosure Schedule also shall be deemed to apply to each other section of this Agreement to which its relevance is reasonably apparent), the Holdings Parties hereby represent and warrant, jointly and severally, to the Parent Parties as follows:
Sample 1

Related to Representations and Warranties of the Holdings Parties

  • 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 Parent The Parent hereby represents and warrants to the Shareholder as follows:

  • 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 Holders Each Holder, severally and not jointly, represents and warrants to the Company that:

  • Representations and Warranties of the Holder By acceptance of this Warrant, the Holder represents and warrants to the Company as follows:

  • Representations and Warranties of the Company The Company 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 Borrower The Borrower represents and warrants as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT Parent hereby represents and warrants to the Stockholder as follows:

  • Representations and Warranties of the Bank The Bank represents and warrants to the Fund that:

Time is Money Join Law Insider Premium to draft better contracts faster.