REPRESENTATIONS AND WARRANTIES OF THE COVENANTORS Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE COVENANTORS. The Group Companies and the Founders (the “Covenantors”, and each the “Covenantor”), jointly and severally, hereby represent and warrant to each Investor, as of the date hereof, the date of the Closing, as follows. In this Agreement, any reference to a party’s “knowledge” means such party’s actual knowledge after due and diligent inquiries of officers and directors of such party reasonably believed to have knowledge of the matter in question.
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REPRESENTATIONS AND WARRANTIES OF THE COVENANTORS. The Group Companies and the Founder (the “Covenantors”, and each the “Covenantor”), jointly and severally, hereby represent and warrant to Legend and the Series B Investors, except as set forth in the disclosure schedule attached to this Agreement as Exhibit A (the “Disclosure Schedule”) (which Disclosure Schedule shall be deemed to be representations and warranties of the Covenantors), as of the date hereof and the Closing (unless otherwise specified) hereunder, as follows. In this Agreement, any reference to a party’s “knowledge” means such party’s actual knowledge after due and diligent inquiries of officers and directors of such party reasonably believed to have knowledge of the matter in question.
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REPRESENTATIONS AND WARRANTIES OF THE COVENANTORS. The Group Companies and the Founders (the “Covenantors”, and each the “Covenantor”), jointly and severally, hereby represent and warrant to each Investor, except as set forth in the Disclosure Schedule (the “Disclosure Schedule”) attached to this Agreement as Exhibit D (which shall be deemed to be representations and warranties of the Covenantors), as of the date hereof, the date of the Closing, as follows. In this Agreement, any reference to a party’s “knowledge” means such party’s actual knowledge after due and diligent inquiries of officers and directors of such party reasonably believed to have knowledge of the matter in question.
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REPRESENTATIONS AND WARRANTIES OF THE COVENANTORS. Each of the Covenantors, jointly and severally, represents and warrants to the Purchaser and Parentco that as of the date of this Agreement and as of the Closing Date the representations and warranties set out in this Article 4 are true and correct (except that the representations and warranties which are explicitly made as of a specific date, shall be true and correct only as of such date) as follows except that the representations and warranties set out in Section 4.2, the second sentence of Section 4.21 and the first sentence of Section 4.28 to the extent it relates to Section 4.2 and Section 4.21 (second sentence only) are made severally only by each Covenantor with respect to such Covenantor only, and acknowledges that the Purchaser and Parentco are relying on such representations and warranties in connection with the purchase of the Sale Shares:
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REPRESENTATIONS AND WARRANTIES OF THE COVENANTORS. Each of the Covenantors, jointly and severally, represents and warrants to the Purchaser as follows except that the representations and warranties set out in Section 5.2, the second sentence of Section 5.21, and the first sentence of Section 5.29 to the extent it relates to Section 5.2 and 5.21 (second sentence only) are made severally only by each Covenantor with respect to such Covenantor only, and acknowledges that the Purchasers are relying on such representations and warranties in connection with its purchase of the Purchased Assets:
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REPRESENTATIONS AND WARRANTIES OF THE COVENANTORS. The Covenantors, jointly and severally, hereby represent and warrant to each Investor, except as set forth in the Disclosure Schedule (the “Disclosure Schedule”) attached to this Agreement as Exhibit C and as limited below, as of the date hereof and, where appropriate, the date of each Closing, as set forth in this Section 4 (except that the Disclosure Schedule may be subject to updating in connection with the First and Second Closing to the satisfaction of the Investors).
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REPRESENTATIONS AND WARRANTIES OF THE COVENANTORS. The Group Companies and the Founder (collectively, the “Covenantors”, and each a “Covenantor”), jointly and severally, hereby represent and warrant to each Investor as of the date hereof and the Closing Date (unless otherwise specified), as follows. In this Agreement, any reference to a Party’s “knowledge” means such Party’s actual knowledge after due and diligent inquiries of officers and directors of such Party. For the avoidance of doubt, the disclosure schedule attached hereto as Schedule 2 (the “Disclosure Schedule”) shall be deemed as part of the representations and warranties made by the Covenantors under this Section 4.
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REPRESENTATIONS AND WARRANTIES OF THE COVENANTORS. Each of the Covenantors represents and warrants, jointly and severally, to each of the Investors that, except as otherwise disclosed in the Disclosure Schedule set forth in Exhibit F, the representations and warranties set forth in Schedule 3 are accurate as of the date of this Agreement and will be accurate as of the Closing Date as if made on the Closing Date (except that if any such representation or warranty is expressly stated to have been made on a specific date, at and on such specific date) and acknowledges that the Investors in entering into this Agreement are relying on such representations and warranties.
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REPRESENTATIONS AND WARRANTIES OF THE COVENANTORS. The Covenantors, jointly and severally, hereby represent and warrant to the Investors, except as set forth in the Disclosure Letter (the “Disclosure Letter”) attached to this Agreement as Exhibit A and indicated below, as of the date hereof, as set forth in this Section 4:
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Related to REPRESENTATIONS AND WARRANTIES OF THE COVENANTORS

  • 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.

  • Covenants, Representations and Warranties of the Company The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at the Closing, to the Holders, Lazard Frères & Co. LLC and Lazard Capital Markets LLC, and all such covenants, representations and warranties shall survive the Closing.

  • Representations and Warranties of the Company The Company represents and warrants to each Underwriter that:

  • REPRESENTATIONS AND WARRANTIES OF THE VENDORS Each Vendor represents and warrants to the Purchaser, jointly and severally, as representations and warranties that are true at the date hereof, and acknowledges that the Purchaser is relying on each of the following representations and warranties in entering into this Agreement that:

  • Representations and Warranties of the Parties Each party hereto represents and warrants to the other 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 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:

  • 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, COVENANTS, AND WARRANTIES OF THE COMPANY The Company represents, covenants and warrants 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:

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