REPRESENTATIONS AND WARRANTIES RELATING TO THE BUSINESS Clause Samples

REPRESENTATIONS AND WARRANTIES RELATING TO THE BUSINESS. Except as set forth in the Seller Disclosure Letter, the Sellers hereby represent and warrant to Purchaser as of the date of this Agreement and as of the Closing Date as follows:

REPRESENTATIONS AND WARRANTIES RELATING TO THE BUSINESS. The Seller Parties hereby, jointly and severally, represent and warrant to the Purchaser as follows, which representations and warranties shall (subject to the terms and conditions set forth in this Agreement) be true and correct as of the date hereof and as of the Closing Date:

REPRESENTATIONS AND WARRANTIES RELATING TO THE BUSINESS. Subject to Section 11.11, except as set forth in the Amber Disclosure Schedules, each of the Amber Entities hereby represents and warrants to ARYA, in each case, as of the date of this Agreement and as of the Closing, as follows:

REPRESENTATIONS AND WARRANTIES RELATING TO THE BUSINESS. The Vendor hereby represents and warrants to the Purchaser and API, as set out in this Article 5 and acknowledge that each of the Purchaser and API are relying upon such representations and warranties in connection with the purchase of the Purchased Assets and the assumption of the Assumed Liabilities:

REPRESENTATIONS AND WARRANTIES RELATING TO THE BUSINESS. Except as set forth in the Seller Disclosure Schedule, each of Seller (solely in respect of itself and the Other Seller Group Entities) and Everen (solely in respect of itself) hereby represents and warrants to each Buyer as follows:

REPRESENTATIONS AND WARRANTIES RELATING TO THE BUSINESS. In further of any references to Subsidiaries or the Business in this Article IV, any references to the Company in this Article IV shall be deemed to include, and the representations and warranties in this Article IV shall apply to, the Company and its Subsidiaries other than references to the Company in Sections 4.1, 4.2, 4.4, 4.5, 4.7, 4.24 and 4.25. Except as set forth in the Schedules (the “Company Schedules”) and subject to the provisions of Section 1.2(a), Section 6.9 and Section 10.11, the Company hereby represents and warrants to Parent as of the date hereof (unless otherwise provided in this Article IV) that:

REPRESENTATIONS AND WARRANTIES RELATING TO THE BUSINESS. 30 Section 5.1 RSUI-Produced Insurance Contracts............................................... 30 Section 5.2 Producer Relationships.......................................................... 31 Section 5.3 Third Party Reinsurance Contracts............................................... 32

REPRESENTATIONS AND WARRANTIES RELATING TO THE BUSINESS. Except as set forth in the Disclosure Schedule, the Seller hereby represents and warrants to the Purchaser as follows: 4.01 Organization and Standing of the Transferred Subsidiaries and Selling Affiliates (a) Section 4.01(a) of the Disclosure Schedule sets forth a complete and accurate list of each of the Transferred Subsidiaries, together with its jurisdiction of organization, its authorized and outstanding capital stock or other equity interests, all of which equity interests are held by the Seller or an Affiliate of the Seller. (b) Section 4.01(b) of the Disclosure Schedule sets forth a complete and accurate list of each of the Selling Affiliates, together with its jurisdiction of organization. (c) Each Transferred Subsidiary and Selling Affiliate is duly incorporated, validly existing and in good standing, under the laws of its jurisdiction of organization, and has all necessary corporate power under its Governing Documents to conduct its portion of the Business as at the date of this Agreement, except to the extent that the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect.

REPRESENTATIONS AND WARRANTIES RELATING TO THE BUSINESS. Each Seller hereby represents and warrants to Buyer that the following representations and warranties relating to CLS Holding, Tuscany and its Subsidiaries are true and correct as of the date of this Agreement, and the Closing Date except to the extent such representation and warranty expressly relates to a specific date only (in which case such representation and warranty shall be true and accurate as of such date only). Irrespective of the content of the individual representations and warranties set forth in Section 6, any representation and warranty shall be limited or excluded, as the case may be, by any matter or information that is disclosed in: a) the vendor’s due diligence report “Project Horizon” (re. financial and pension issues) provided by EY on May 15, 2014 (provided on DVD); the Q&A Responses dated 31 October 2014 and the additional documents listed in Exhibit 6 a). The Parties explicitly agree that Article 200 CO shall not apply, b) the disclosure letter delivered by Sellers to Buyer (the Disclosure Letter, Exhibit 6 b); and c) this Agreement and in the Schedules, Exhibits and other annexes attached to this Agreements (Transaction Agreements). (All documents referred to in Section 6 a) through c) collectively the Disclosed Documents). The information contained in the Disclosed Documents shall be deemed fairly disclosed to the Buyer, and shall operate as an exception to Sellers’ representations and warranties as set forth in Section 6, and exclude the remedies of Buyer as set out in Section 8. The concept of fair disclosure as defined herein shall supersede article 200 CO. For the purposes of this Section 6 and taking into account that the Disclosed Documents incorporate documents which are governed by several different laws and are drafted in several different languages, “fairly disclosed” shall mean a disclosure of a fact or matter or other information in a document disclosed by the Sellers to Buyer in a manner that would allow a reasonably diligent, knowledgeable, professionally advised and well informed buyer from a similar industry sector to reasonably identify and discern the relevance or risk implication of such matter, fact or circumstance, including the magnitude and probability of such risk.