CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLING SHAREHOLDERS. The Selling Shareholders severally represent and warrant to Delta and the Purchaser, as of the date hereof, as follows:
CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLING SHAREHOLDERS Sample Clauses
Related to CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLING SHAREHOLDERS
Representations, Warranties and Covenants of the Shareholder Shareholder represents and warrants to, and agrees with, the Company that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS Each Purchaser hereby represents and warrants to the Company, and covenants with the Company, severally and not jointly, as follows:
Representations, Warranties and Covenants of the Stockholder The Stockholder represents, warrants and covenants to the Purchaser that:
Representations, Warranties and Covenants of the Seller The Seller hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that:
Representations, Warranties and Covenants of the Purchaser The Purchaser hereby represents and warrants to, and covenants for the benefit of, the Trust that:
Representations, Warranties and Covenants of the Subscriber 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS 2.1. The Company represents and warrants that the Policies are or will be registered under the 1933 Act or are exempt from or not subject to registration thereunder, and that the Policies will be issued, sold, and distributed in compliance in all material respects with all applicable state and federal laws, including without limitation the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the 1940 Act. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established the Account as a segregated asset account under applicable law and has registered or, prior to any issuance or sale of the Policies, will register the Accounts as unit investment trusts in accordance with the provisions of the 1940 Act (unless exempt therefrom) to serve as segregated investment accounts for the Policies, and that it will maintain such registration for so long as any Policies are outstanding. The Company shall amend the registration statements under the 1933 Act for the Policies and the registration statements under the 1940 Act for the Accounts from time to time as required in order to effect the continuous offering of the Policies or as may otherwise be required by applicable law. The Company shall register and qualify the Policies for sales in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company.
Representations, Warranties and Covenants of the Investors Each Investor hereby, as to itself only and for no other Investor, represents, warrants and covenants to the Company as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER The Purchaser warrants and represents to, and covenants and agrees with, the Seller as follows:
Representations, Warranties and Covenants of the Sponsor Ally Bank, in its capacity as the Sponsor (the “Sponsor”) represents and warrants to, and agrees with, the Underwriters that the Sponsor or the Depositor has provided a written representation (the “17g-5 Representation”) to each Rating Agency, which satisfies the requirements of paragraph (a)(3)(iii) of Rule 17g-5 of the Exchange Act. Each of the Depositor and the Sponsor has complied, and will comply, with the 17g-5 Representation other than any breach of the 17g-5 Representation (a) that would not have a material adverse effect on the Offered Notes or (b) arising from a breach by any of the Underwriters of the representation, warranty and covenant set forth in Section 5(g).
