Insurer Representations and Warranties Clause Samples

Insurer Representations and Warranties. Insurer hereby represents and warrants to Company and Independent Fiduciary as of the Commitment Agreement Date and as of the Closing Date that:
View SourceView Similar (6)
Insurer Representations and Warranties. (i) The Insurer represents and warrants that: (1) The Insurer is authorized and licensed to do business as an insurance company in the Application State.
View SourceView Similar (2)
Insurer Representations and Warranties. The Insurer hereby represents and warrants to the Company and the Independent Fiduciary as of the Commitment Agreement Date and as of the Premium Due Date that: i. The Insurer is a life insurance company, duly organized, validly existing and in good standing under the laws of the State of New York. The Insurer is duly qualified or licensed to do business and is in good standing in each jurisdiction in which its performance of its obligations in the Commitment Agreement and the Contract makes such qualification or licensing necessary, except in such jurisdictions where the failure to be in good standing or so qualified or licensed would not be material. *Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The Insurer has all requisite power and authority to enter into and carry out its obligations under this Commitment Agreement and the Contract and to consummate the transactions contemplated to be undertaken by the Insurer in this Commitment Agreement and the Contract. ii. The Insurer has received all necessary corporate approvals and no other action on the part of the Insurer is necessary to authorize the execution, delivery and performance of this Commitment Agreement and the Contract, and the consummation of the transactions contemplated to be undertaken by the Insurer in this Commitment Agreement and the Contract. This Commitment Agreement and the Contract have been or will be duly executed and delivered by the Insurer, and each is (or when executed will be) a valid and binding obligation of the Insurer, enforceable against the Insurer in accordance with its terms, subject to the applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (the “Enforceability Exceptions”). iii. The execution, delivery and performance of this Commitment Agreement and the Contract by the Insurer, and the consummation by the Insurer of the transactions contemplated to be undertaken by the Insurer in this Commitment Agreement do not (1) violate or conflict with any provision of its certificates or articles of incorporation, bylaws, code of regulations or the comparable governing documents, (2) except for the filings and approvals of state insurance governmental authorities in the states listed on Schedule 10, violat...
View Source
Insurer Representations and Warranties. The Insurer hereby represents and warrants to the Company and the Independent Fiduciary as of the Signing Date and the Closing Date, that: - 29 – ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION***
View Source
Insurer Representations and Warranties. The Insurer hereby represents and warrants to the Plan Sponsor as of the Purchase Agreement Date and as of the Premium Receipt Date that:
View Source
Insurer Representations and Warranties. The Insurer hereby represents and warrants to the Company and the Independent Fiduciary as of the Signing Date and the Closing Date, that:
View Source
Insurer Representations and Warranties. The Insurer hereby represents and warrants to the Company and the Independent Fiduciary as of the Execution Date and, in the case of Sections 5.4 and 5.7, as of such date specified therein that: NAI-1500837614v2
View Source

Related to Insurer Representations and Warranties

  • Investment Representations and Warranties Each Transferor Partner for itself, severally and not jointly, represents, warrants, acknowledges and agrees as follows: (a) Such Transferor Partner is acquiring the BRI Partnership Units for investment only to be received by it for its own account and not with any view to the sale or distribution of the same or any part thereof in violation of the Securities Act of 1933, as amended (the "Act") and it will not sell or otherwise dispose of such BRI Partnership Units except in compliance with the registration requirements or exemption provisions of any applicable securities laws and in accordance with the terms of the BRI Partnership Agreement and the Registration Rights Agreement. (b) Such Transferor Partner understands that the BRI Partnership Units to be issued to each Transferor Partner will not be registered under the Act, or the securities laws of any state ("Blue Sky Laws") by reason of a specific exemption or exemptions from registration under the Act and applicable Blue Sky Laws and that BRI's and the BRI Partnership's reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of such Transferor Partner. (c) Such Transferor Partner acknowledges and agrees that, for the reasons set forth in Sections 5.35(a) and (b) above, the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may not be offered, sold, transferred, pledged, or otherwise disposed of by such Transferor Partner except (i) pursuant to an effective registration statement under the Act and any applicable Blue Sky Laws, (ii) pursuant to a no-action letter issued by the Securities and Exchange Commission to the effect that a proposed transfer of the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may be made without registration under the Act, together with either registration or an exemption under applicable Blue Sky Laws, or (iii) upon the BRI Partnership or BRI, as the case may be, receiving an opinion of counsel knowledgeable in securities law matters (and which opinion and counsel shall be reasonably acceptable to both the BRI Partnership and BRI) to the effect that the proposed transfer is exempt from the registration requirements of the Act and any applicable Blue Sky Laws, and that, accordingly, such Transferor Partner must bear the economic risk of an investment in the BRI Partnership Units (and the shares of common stock issued upon exchange of the BRI Partnership Units) for an indefinite period of time. Such Transferor Partner acknowledges, represents and agrees that (i) its economic circumstances are such that it is able to bear all risks of the investment in the BRI Partnership and BRI for an indefinite period of time, including the risk of a complete loss of its investment in the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units), (ii) it has knowledge and experience in financial and business matters sufficient to evaluate the risks of investment in the BRI Partnership Units and BRI, and (iii) it has consulted with its own separate counsel and tax advisor, to the extent deemed necessary by it, as to all legal and taxation matters covered by this Agreement and has not relied upon the BRI Partnership or the Transferor Agent, its affiliates or its other legal counsel and advisors for any explanation of the application of the various United States or state securities laws or tax laws with regard to its acquisition of the BRI Partnership Units. Such Transferor Partner further acknowledges and represents that it has made its own independent investigation of the BRI Partnership and the business conducted or proposed to be conducted by the BRI Partnership. (d) Such Transferor Partner is an "accredited investor" within the meaning of Rule 501(a) promulgated under the Act. (e) Such Transferor Partner understands that an investment in the BRI Partnership and BRI involves substantial risks. Such Transferor Partner acknowledges that it has (i) been given full and complete access to the BRI Partnership and its management in connection with this Agreement and the transactions contemplated hereby, (ii) received and read the BRI Partnership Agreement, as amended to date, and has had the opportunity to review all documents and information relevant to its decision to enter into this Agreement and to invest in the BRI Partnership and BRI, including, without limitation, the Private Placement Memorandum of BRI, dated as of August 25, 1997 (the "PPM") and (iii) had the opportunity to ask questions of the BRI Partnership and BRI and its management concerning its investment in the BRI Partnership and the transactions contemplated hereby, which questions were answered to its satisfaction. (f) Such Transferor Partner acknowledges and agrees that: (i) the BRI Partnership Units to be acquired by it hereunder will not be registered under the Act in reliance upon the exemption afforded by Section 4