REPRESENTATIONS AND WARRANTIES OF THE SELLER COMPANIES Sample Clauses

REPRESENTATIONS AND WARRANTIES OF THE SELLER COMPANIES. As a material inducement to the Purchasers to enter into this Agreement and purchase the Purchased Assets hereunder, the Seller Companies hereby jointly and severally represent and warrant to the Purchasers as follows:
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REPRESENTATIONS AND WARRANTIES OF THE SELLER COMPANIES. 31 4.1 ORGANIZATION......................................................31 4.2
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REPRESENTATIONS AND WARRANTIES OF THE SELLER COMPANIES. The Sellers jointly and severally, represent and warrant to Buyer that those statements with respect to and related solely to Sellers and Full Moon in this Agreement are true and correct as of the Closing Date. Each Seller represents and warrants to Buyer that those statements with respect to and related solely as to herself and not as to any other Seller in this ARTICLE III are true and correct as of the Closing Date. For the avoidance of doubt, the Disclosure Schedules shall delineate the applicable disclosure for each of the respective Sellers and Full Moon, as appropriate. For purposes of this ARTICLE III, “Sellers’ knowledge,” “knowledge of Sellers”, “Full Moon’s knowledge”, “knowledge of Full Moon”, and any similar phrases shall mean the actual knowledge of such Seller or Full Moon’s Management Team, as applicable.
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REPRESENTATIONS AND WARRANTIES OF THE SELLER COMPANIES. IMMCO represents and warrants to Buyer that those statements with respect to and related solely to IMMCO and the India Companies in this ARTICLE III are true and correct as of the Closing Date . Each Seller represents and warrants to Buyer that those statements with respect to and related solely as to himself or herself and not as to any other Seller in this ARTICLE III are true and correct as of the Closing Date. For the avoidance of doubt, the Disclosure Schedules shall delineate the applicable disclosure for each of the respective Sellers and Seller Companies, as appropriate. For purposes of this ARTICLE III, “Sellers’ knowledge,” “knowledge of Sellers”, “IMMCO’s knowledge”, “knowledge of IMMCO”, and any similar phrases shall mean the actual knowledge of such Seller or IMMCO’s Management Team, as applicable.
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REPRESENTATIONS AND WARRANTIES OF THE SELLER COMPANIES. Each of the Seller Companies represents and warrants, jointly and severally, to the XPO Companies as follows:
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REPRESENTATIONS AND WARRANTIES OF THE SELLER COMPANIES 
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Related to REPRESENTATIONS AND WARRANTIES OF THE SELLER COMPANIES

  • REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES Each Seller Party hereby represents and warrants to the Agent and the Purchasers, as to itself, as of the date hereof and as of the date of each Incremental Purchase and the date of each Reinvestment that:

  • REPRESENTATIONS AND WARRANTIES OF THE SELLERS Each of the Sellers, jointly and severally, represents and warrants to the Buyer as follows:

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

  • REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES The Selling Parties jointly and severally represent and warrant to Buyer 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.

  • 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 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 SELLER PARTIES Each Seller Party represents and warrants as to itself 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:

  • 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:

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