Representations of the Parent and Buyer Sample Clauses

Representations of the Parent and Buyer. The Parent and Buyer, jointly and severally, represent and warrant to the Seller as follows:
Sample 1
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Representations of the Parent and Buyer. Except as disclosed by the Parent and Buyer in their disclosure schedule contained in EXHIBIT D-2 hereto, the Parent and the Buyer hereby jointly and severally represent and warrant to the Seller that the following statements are true, complete and correct. The Parent and Buyer's disclosures contained in EXHIBIT D-2 shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Section 3, and the disclosures in any paragraph of EXHIBIT D-2 shall qualify only the corresponding paragraph of this Section 3, unless otherwise specified.
Sample 1

Related to Representations of the Parent and Buyer

  • Representations of the Purchaser The Purchaser represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND BUYER Parent and Buyer hereby jointly and severally represent and warrant to the Sellers that:

  • Representations of the Parties Each party hereto hereby further represents and warrants to the other that: (i) it is registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed; and (ii) it will use its reasonable best efforts to maintain each such registration or license in effect at all times during the term of this Agreement; and (iii) it will promptly notify the other if it ceases to be so registered, if its registration is suspended for any reason, or if it is notified by any regulatory organization or court of competent jurisdiction that it should show cause why its registration should not be suspended or terminated; and (iv) it is duly authorized to enter into this Agreement and to perform its obligations hereunder. The Sub-Adviser further represents that it has adopted a written Code of Ethics in compliance with Rule 17j-1(b) of the ICA. The Sub-Adviser shall be subject to such Code of Ethics and shall not be subject to any other Code of Ethics, including the Investment Manager's Code of Ethics, unless specifically adopted by the Sub-Adviser. The Investment Manager further represents and warrants to the Sub-Adviser that (i) the appointment of the Sub-Adviser by the Investment Manager has been duly authorized and (ii) it has acted and will continue to act in connection with the transactions contemplated hereby, and the transactions contemplated hereby are, in conformity with the ICA, the Company's governing documents and other applicable law.

  • Representations of the Buyer The Buyer represents and warrants to the Seller as follows:

  • Representations of the Purchasers Each of the Purchasers severally represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE PARENT PARTIES The Parent Parties hereby jointly and severally represent and warrant to the Company Parties as follows:

  • Representations of the Borrower The Borrower represents and warrants that:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER Parent and Purchaser represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUB Parent and Acquisition Sub represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY Parent and Merger Subsidiary represent and warrant to the Company as follows:

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