REPRESENTATIONS AND WARRANTIES OF THE COMPANY 27 Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE COMPANY 27. Section 4.1 Organization and Qualification; Subsidiaries 27 Section 4.2 Organizational Documents 28 Section 4.3 Capitalization 28 Section 4.4 Authority Relative to this Agreement 29 Section 4.5 No Conflict; Required Filings and Consents 30 Section 4.6 Permits; Compliance 31 Section 4.7 Information Privacy and Security Compliance 31 Section 4.8 Financial Statements 32 Section 4.9 Absence of Certain Changes or Events 33 Section 4.10 Absence of Litigation 33 Section 4.11 Employee Benefit Plans 34 Section 4.12 Labor and Employment Matters 36 Section 4.13 Real Property; Title to Assets 39 TABLE OF CONTENTS (Continued) Page Section 4.14 Intellectual Property 39 Section 4.15 Taxes 42 Section 4.16 Environmental Matters 44 Section 4.17 Material Contracts 44 Section 4.18 International Trade Laws 46 Section 4.19 Insurance 47 Section 4.20 Board Approval; 47 Section 4.21 Certain Business Practices 47 Section 4.22 Interested Party Transactions 48 Section 4.23 Exchange Act; Investment Company Act 48 Section 4.24 Brokers 48 Section 4.25 Solvency 49 Section 4.26 Merger Sub 49 Section 4.27 Exclusivity of Representations and Warranties 49
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY 27. Section 4.1 Organization and Qualification 27 Section 4.2 Corporate Power and Authority 27 Section 4.3 Execution and Delivery; Enforceability 28 Section 4.4 Authorized and Issued Equity Interests 28 Section 4.5 No Conflict 29 Section 4.6 Consents and Approvals 29 Section 4.7 Company SEC Documents and Disclosure Statement 30 Section 4.8 Absence of Certain Changes 30 Section 4.9 No Violation; Compliance with Laws 30 Section 4.10 Legal Proceedings 30 Section 4.11 Labor Relations 30 Section 4.12 Intellectual Property 31 Section 4.13 Title to Real and Personal Property 31 Section 4.14 No Undisclosed Relationships 32 Section 4.15 Licenses and Permits 32 Section 4.16 Environmental 32 Section 4.17 Tax Returns 33 Section 4.18 Employee Benefit Plans 34 Section 4.19 Internal Control Over Financial Reporting 35 Section 4.20 Disclosure Controls and Procedures 35 Section 4.21 Material Contracts 35 Section 4.22 No Unlawful Payments 36 Section 4.23 Compliance with Money Laundering Laws 36 Section 4.24 Compliance with Sanctions Laws 36 Section 4.25 No Broker’s Fees 36 Section 4.26 Investment Company Act 36 Section 4.27 Insurance 36 TABLE OF CONTENTS (cont’d) Page Section 4.28 Alternative Transactions 37 Section 4.29 Issuance 37 ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE COMMITMENT PARTIES 37 Section 5.1 Organization 37 Section 5.2 Organizational Power and Authority 37 Section 5.3 Execution and Delivery 37 Section 5.4 No Conflict 38 Section 5.5 Consents and Approvals 38 Section 5.6 No Registration 38 Section 5.7 Purchasing Intent 39 Section 5.8 Sophistication; Investigation 39 Section 5.9 No Broker’s Fees 39 Section 5.10 Sufficient Funds 39 ARTICLE VI ADDITIONAL COVENANTS 39 Section 6.1 Orders Generally 39 Section 6.2 Confirmation Order; Plan and Disclosure Statement 40 Section 6.3 Conduct of Business 40 Section 6.4 Access to Information; Confidentiality 41 Section 6.5 Commercially Reasonable Efforts 43 Section 6.6 Registration Rights Agreement; Reorganized Company Organizational Documents 44 Section 6.7 Blue Sky 44 Section 6.8 DTC Eligibility 45 Section 6.9 Use of Proceeds 45 Section 6.10 Funded Debt 45 Section 6.11 Share Legend 45 Section 6.12 Antitrust Approval 46 Section 6.13 Alternative Transactions 47 Section 6.14 Securities Laws Disclosure 47 Section 6.15 Reorganized Company as Successor 47 Section 6.16 NOL Order 47
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY 27. Section 4.01 Corporate Organization of the Company 27 Section 4.02 Subsidiaries 27 Section 4.03 Due Authorization 27 Section 4.04 No Conflict 28 Section 4.05 Governmental Authorities; Consents 28 Section 4.06 Current Capitalization 28 Section 4.07 Capitalization of Subsidiaries 29 Section 4.08 Financial Statements 30 Section 4.09 Undisclosed Liabilities 30 Section 4.10 Litigation and Proceedings 31 Section 4.11 Compliance with Laws 31 Section 4.12 Contracts; No Defaults 31 Section 4.13 Company Benefit Plans 34 Section 4.14 Labor Matters 36 Section 4.15 Taxes 37 Section 4.16 Insurance 39 Section 4.17 Permits 39 Section 4.18 Equipment and Other Tangible Property 39
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY 27. 3.1 Organization; Good Standing 27 3.2 Power; Enforceability 28
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY 27. Section 5.1 Corporate Existence and Power 27 Section 5.2 Corporate Authorization 28 Section 5.3 Governmental Authorization 28 Section 5.4 Non-Contravention 29 Section 5.5 Capitalization 29 Section 5.6 Company Subsidiaries 31 Section 5.7 Reports and Financial Statements 31 Section 5.8 Absence of Certain Changes or Events 33 Section 5.9 Litigation 33 Section 5.10 Contracts 34 Section 5.11 Intellectual Property 34 Section 5.12 Environmental Matters 36 Section 5.13 Taxes 36 Section 5.14 Employee Benefit Plans 39 Section 5.15 Property 41 i
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY 27. Section 4.1 Organization and Qualification; Subsidiaries 27
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Related to REPRESENTATIONS AND WARRANTIES OF THE COMPANY 27

  • 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.

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

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

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER The Buyer represents and warrants to the Company that:

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

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

  • 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:

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