REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND. [CAPITAL ---------------------------------------------------------- FUNDING] [THE TRUST]. -------------------- The Company represents and warrants (i) on and as of the date hereof, (ii) on and as of the date the Prospectus Supplement or other Remarketing Materials (each as defined in Section 3(a) below) are first distributed in connection with the Remarketing (the "Commencement Date"), (iii) on and as of the Remarketing Date, and (iv) on and as of the Purchase Contract Settlement Date that:
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND. MILLXX Except as set forth on the Disclosure Schedule attached hereto (which Disclosure Schedule contains a reasonably detailed description of each such exception and references the applicable representation so qualified), the Company and Millxx xxxntly and severally represent and warrant to Buyer that:
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND. THE STOCKHOLDERS Except as specifically set forth in the disclosure schedule delivered by the Company and the Stockholders to Buyer at or prior to the execution of this Agreement (the “Company to its knowledge Disclosure Schedule”), the parts of which are numbered to correspond to the Section numbers of this Agreement, the Company and, severally and not jointly to his or its knowledge, each of the Stockholders, hereby represent and warrant to Buyer:
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND. THE SHAREHOLDERS ---------------- The Company and the Shareholders, jointly and severally, hereby represent and warrant to Buyer as follows:
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND. THE BANK. ---------
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND. THE OPERATING PARTNERSHIP 27 SECTION 4.01 Organization and Qualification; Subsidiaries; Authority. 27 SECTION 4.02 Organizational Documents. 28 SECTION 4.03 Capitalization. 28 SECTION 4.04 Authority Relative to this Agreement, Takeover Laws, Validity and Effect of Agreements. 31 SECTION 4.05 No Conflict; Required Filings and Consents. 32 SECTION 4.06 Permits; Compliance with Laws. 33 SECTION 4.07 SEC Filings; Financial Statements; No Unknown Liabilities. 34 SECTION 4.08 Absence of Certain Changes or Events. 35 SECTION 4.09 Absence of Litigation. 35 SECTION 4.10 Employee Benefit Plans. 35 SECTION 4.11 Labor Matters. 37 SECTION 4.12 Information Supplied. 37 SECTION 4.13 Property and Leases. 38 SECTION 4.14 Intellectual Property. 41 SECTION 4.15 Taxes. 41 SECTION 4.16 Environmental Matters 44 SECTION 4.17 Material Contracts. 45 SECTION 4.18 Brokers. 47 SECTION 4.19 Opinion of Financial Advisor. 47 SECTION 4.20 Insurance. 48 SECTION 4.21 Interested Party Transactions. 48 SECTION 4.22 Investment Company Act of 1940. 48 ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER PARTIES 49 SECTION 5.01 Corporate Organization. 49 SECTION 5.02 Ownership of MergerCo and Merger Partnership; No Prior Activities. 49 SECTION 5.03 Corporate Organization. 50 SECTION 5.04 No Conflict; Required Filings and Consents. 50 SECTION 5.05 Information Supplied. 51 SECTION 5.06 Absence of Litigation. 51 SECTION 5.07 Required Financing; Guarantee. 52 SECTION 5.08 No Ownership of Company Capital Stock. 52 SECTION 5.09 Brokers. 53
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND. PRINCIPAL SHAREHOLDERS 8 4.1 Representations and Warranties of the Company and Principal Shareholders 8 4.2 Absolute Reliance on the Representations and Warranties 14 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 14 5.1 Purchase Entirely for Its Own Account 14 5.2 Disclosure of Information 14 5.3 Accredited and Sophisticated Investor; Investment Experience 15 5.4 Restricted Securities 15 5.5 Legends 15 5.6 Survival of Purchaser Representations 15 ARTICLE 6 COVENANTS 16 6.1 Affirmative Covenants 16 6.2 Board Provisions 17 6.3 Right of First Offer 18 6.4 Negative Covenants 19 ARTICLE 7 REGISTRATION RIGHTS 20 7.1 Mandatory Registration 20 7.2 Piggyback Registration 20 7.3 Demand Registration Rights 21 7.4 Registration Procedures 22 7.5 Registration Expenses 24 7.6 Indemnification 24 7.7 Participation in Underwritten Registrations 25 7.8 Termination of Registration Rights 26 ARTICLE 8 MISCELLANEOUS 26 8.1 Successors and Assigns 26 8.2 Modifications and Amendments 26 8.3 No Implied Waivers; Cumulative Remedies; Writing Required 26 8.4 Fees and Expenses 26 8.5 Reimbursement of Expenses - Enforcement and Collection 27 8.6 Notices 27 8.7 Survival 27 8.8 Governing Law; Consent to Jurisdiction 27 8.9 Jury Trial Waiver 28 8.10 Remedies 28 8.11 Limitation of Liability 28 8.12 Severability 28 8.13 Headings 28 8.14 Counterparts 28 8.15 Integration 29 8.16 Independent Nature of Purchaser Obligations and Rights 29 AMENDED AND RESTATED COMMON STOCK AND WARRANT PURCHASE AGREEMENT For the Purchase of 31,405,304 Shares of Common Stock and Warrants to Purchase up to 6,281,062 Shares of Common Stock
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND 
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Related to REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND

  • 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 Company The Company represents and warrants to each Underwriter that:

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

  • 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:

  • REPRESENTATIONS AND WARRANTIES OF THE VENDORS The Vendors jointly and severally represent and warrant to the Purchaser the following, and acknowledge that the Purchaser is entitled to rely on such representations and warranties notwithstanding any due diligence investigation done by the Purchaser prior to the closing:

  • 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 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:

  • Representations and Warranties of the Vendor The Vendor hereby makes the following representations and warranties to the Purchaser and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and completing the Transaction:

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