REPRESENTATIONS AND WARRANTIES OF THE PARENT GROUP Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE PARENT GROUP. 39 Section 5.01 Organization; Qualifications; Power 39 Section 5.02 Authorization; Validity 39 Section 5.03 No Conflict; No Violation 40 Section 5.04 Consents and Approvals 40 Section 5.05 Brokers 40 Section 5.06 Litigation 41 Section 5.07 Solvency; No Fraudulent Conveyance; No Bankruptcy 41 Section 5.08 Sufficiency of Funds 41 Section 5.09 Parent Financial Statements; Parent SEC Reports 41 Section 5.10 Absence of Parent Material Adverse Effect 42 Section 5.11 Absence of Undisclosed Liabilities 42 Section 5.12 GIGS Assets 43 Section 5.13 Title to GIGS Assets 44 Section 5.14 Sufficiency of Assets 44 Section 5.15 Taxes 44 Section 5.16 Regulatory Matters 45 Section 5.17 Anti‑Corruption 46 Section 5.18 Anti‑Money Laundering 46 Section 5.19 Compliance with Sanctions Requirements 46 Section 5.20 CORR R&W Insurance Policy 46 Section 5.21 No Other Representations and Warranties 46 ARTICLE VI COVENANTS 47 Section 6.01 Further Assurances 47 Section 6.02 Public Disclosures 47 Section 6.03 CPUC Application 47 Section 6.04 Wrong Pocket 48 Section 6.05 Release; Indemnification of Directors and Officers 48 Section 6.06 Post‑Closing Access; Records 49 Section 6.07 Tax Matters 50 ARTICLE VII INDEMNIFICATION 51 Section 7.01 Survival of Agreements 51 Section 7.02 Indemnification by the Company 51 Section 7.03 Indemnification by Carlyle 52 Section 7.04 Indemnification by Parent 52 Section 7.05 Limitations 52 Section 7.06 Indemnification Procedure 54 Section 7.07 Exclusive Remedy; Waiver of Remedies 56 Section 7.08 Right to Bring Claims 57 Section 7.09 Waiver of Damages 57 Section 7.10 Determination of Amount of Damages 57 ARTICLE VIII MISCELLANEOUS 58 Section 8.01 Assignment 58 Section 8.02 Notices 58 Section 8.03 Governing Law; Waiver of Jury Trial 59 Section 8.04 Entire Agreement 60 Section 8.05 Counterparts 60 Section 8.06 Amendments and Waivers 60 Section 8.07 Severability 60 Section 8.08 Titles and Subtitles 61 Section 8.09 Construction 61 Section 8.10 Specific Performance 61 Section 8.11 No Third‑Party Beneficiaries 61 Section 8.12 No Recourse Against Others 62 Section 8.13 Incorporation 62
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REPRESENTATIONS AND WARRANTIES OF THE PARENT GROUP. Except as disclosed in any Parent SEC Report (excluding any disclosure contained in any such SEC Report under the heading “Risk Factors” or “Cautionary Note Regarding Forward‑Looking Statements” or similar heading (other than any historical factual information contained within such headings, disclosure or statements)), Parent represents and warrants as of the Closing that:
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REPRESENTATIONS AND WARRANTIES OF THE PARENT GROUP. Each member -------------------------------------------------- of the Parent Group hereby represents to the Company as of the date hereof, subject to the Parent Disclosure Schedule dated as of the date of the Original Agreement:
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REPRESENTATIONS AND WARRANTIES OF THE PARENT GROUP. Each member of the Parent Group hereby represents and warrants to the Company and the Sellers as of the date hereof and as of the Closing Date as follows:
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REPRESENTATIONS AND WARRANTIES OF THE PARENT GROUP. Except as set forth in the corresponding sections or subsections of a disclosure letter of the Company delivered to and accepted by Purchaser prior to entering into this Agreement (provided, however, that information set forth in one section or subsection of such letter shall be deemed to apply to each other section or subsection thereof to which its relevance is reasonably apparent) (the “Company Disclosure Letter”), and after giving effect to the Restructuring, each of Parent and the Company represents and warrants to each Purchaser (i) at and as of the date hereof and (ii) at the Closing Date, except to the extent any representation or warranty made as of a specified date, in which case such representation or warranty is only made as of such date, that:
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REPRESENTATIONS AND WARRANTIES OF THE PARENT GROUP. Except as (a) set forth in the Disclosure Schedules (it being acknowledged and agreed that any disclosure or exception set forth in any Section of subsection of the Disclosure Schedules shall be deemed to apply to any other Section or subsection of the Disclosure Schedules to the extent that the qualification of such disclosure or exception to such other Section or subsection is reasonably apparent on the face of such disclosure) or (b) disclosed in any report, schedule, form, statement or other document (including exhibits) filed with, or furnished to, the Securities and Exchange Commission (the “SEC”) and publicly available prior to the date hereof (the “Filed SEC Documents”), other than any risk factor disclosures in any such Filed SEC Document contained in the “Risk Factors” section thereof or any forward-looking statements within the meaning of the Securities Act or the Exchange Act thereof, each of Parent and Seller represents and warrants to WHP that the statements contained in this ARTICLE IV are true and correct as of the date hereof and as of the Closing Date (except as otherwise specified).
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Related to REPRESENTATIONS AND WARRANTIES OF THE PARENT GROUP

  • Representations and Warranties of the Parent The Parent hereby represents and warrants to the Shareholder 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 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 The Company represents and warrants to each Underwriter 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 Parties Each party hereto represents and warrants to the other as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP The Partnership represents and warrants to each Purchaser as follows:

  • Representations and Warranties of the Borrower The Borrower represents and warrants as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT Parent hereby represents and warrants to the Stockholder as follows:

  • 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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