Absence of Representations Sample Clauses

Absence of Representations. (i) In connection with any sale by Central pursuant to Section 9.6(a), Section 9.6(b), or Section 9.6(c), neither Central nor any Principal shall be required to (i) make any representation or warranty to the Third-Party Purchaser other than (A) a representation and warranty to the effect that, at the closing of the purchase and sale of Central's Common Interest, Central will hold its Common Interest free and clear of all claims, liabilities, security interests, mortgages, liens, pledges, conditions, charges, and encumbrances of any nature whatsoever, other than the rights granted to other parties under this Agreement and liens securing the Senior Debt, the Subordinated Debt, and any other obligations and liabilities arising under the Loan Documents, and (B) customary, non-operational representations and warranties (such as those relating to Central's legal existence and corporate authority, due authorization of the purchase and sale agreement, and the absence of legal impediments to the consummation of the sale that relate specifically to Central), (ii) make any covenant except as to the delivery to the Third-Party Purchaser of Central's Common Interest, or (iii) indemnify the Third-Party Purchaser for any liability other than damages resulting from a breach of the representations described in this Section 9.6(f). (ii) Notwithstanding the foregoing provisions of this Section 9.6(f), but subject to Section 9.6(f)(iii), in connection with any sale by Central pursuant to Section 9.6(a) or Section 9.6(b), Central shall be responsible for Central's proportionate share (calculated per Unit) of any purchase price reduction or indemnity obligation of Insight that is attributable to: (A) a breach of any customary representation, warranty, or covenant relating to the business, operations, or liabilities of the Company (but not any representation, warranty, or covenant that relates specifically to Insight, such as those relating to Insight's legal existence and authority, due authorization of the purchase and sale agreement, and the absence of legal impediments to the consummation of the sale by Insight); and (B) any provision in the purchase and sale agreements with respect to the Common Interests that requires customary deferred adjustments to the purchase price (such as those relating to net working capital, cash flow, and numbers of subscribers) until a reasonable period after the closing of the purchase and sale of the Common Interest pursuant to Section 9.6(a) ...
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Absence of Representations. The Investor acknowledges and understands that the Escrow Agent makes no representations concerning the Company, its business, or its financial condition. The Investor acknowledges that he has received no information and relies upon no information provided to him by the Escrow Agent concerning the Company. The Investor further acknowledges that the Escrow Agent makes no representations concerning the eligibility of the Shares for exemption from registration under Section 3(a)(10) of the Act or otherwise. The Investor releases the Escrow Agent from all claims arising from the purchase and sale of the Shares, except for specific performance of this Agreement.
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Absence of Representations. No party hereto makes any representation concerning the use of property, building permits required or not required, zoning regulations of any body corporate and politic, or concerning the exemption from licenses, permits, or taxes.
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Related to Absence of Representations

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

  • Schedule of Representations The representations and warranties set forth on the Schedule of Representations with respect to the Receivables as of the date hereof, and as of the Closing Date, are true and correct.

  • Accuracy of Representations All of Buyer's representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

  • Reassertion of Representations and Warranties, No Default The Borrower hereby represents that on and as of the date hereof and after giving effect to this Amendment (a) all of the representations and warranties in the Credit Agreement are true, correct, and complete in all respects as of the date hereof as though made on and as of such date, except for changes permitted by the terms of the Credit Agreement, and (b) there will exist no Default or Event of Default under the Credit Agreement as amended by this Amendment on such date that the Bank has not waived.

  • Reaffirmation of Representations The Borrower hereby repeats and reaffirms all representations and warranties made by the Borrower to the Administrative Agent and the Lenders in the Credit Agreement as amended by this Amendment and the other Credit Documents on and as of the date hereof with the same force and effect as if such representations and warranties were set forth in this Amendment in full.

  • Termination of Representations and Warranties The representations and warranties of the parties set forth in this Agreement shall terminate at the Effective Time.

  • Repetition of Representations Delivery of an Accession Letter constitutes confirmation by the relevant Subsidiary that the Repeating Representations are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.

  • Scope of Representation The scope of representation shall be limited to matters relating to wages, hours of employment and other terms and conditions of employment as defined in Government Code Section 3543.

  • Confirmation of Representations Borrower shall deliver, in connection with any Securitization, (a) one or more Officer’s Certificates certifying as to the accuracy of all representations made by Borrower in the Loan Documents as of the date of the closing of such Securitization in all relevant jurisdictions, and (b) certificates of the relevant Governmental Authorities in all relevant jurisdictions indicating the good standing and qualification of Mortgage Borrower, Senior Mezzanine Borrower, Borrower and Holdings as of the date of the Securitization.

  • Truth of Representations and Warranties The representations and warranties made by the Purchaser in this Agreement or given on its behalf hereunder shall be substantially accurate in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date.

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