Accuracy of Representations and Warranties and Satisfaction of Conditions Sample Clauses

Accuracy of Representations and Warranties and Satisfaction of Conditions. Seller will immediately advise Buyer in writing if (a) any of the representations or warranties of Seller is untrue or incorrect in any material respect, or (b) Seller becomes aware of the occurrence of any event or state of facts that results in any of the representations and warranties of Seller being untrue or incorrect as if Seller were then making them. Seller will not take any action, or omit to take any action, and shall cause [CONFIDENTIAL TREATMENT REQUESTED] not to take any action, or omit to take any action, that would result in any of Seller’s representations and warranties set forth in this Agreement to be untrue or incorrect as of the Closing Date. Seller will use its best efforts to cause all conditions set forth in Section 5 that are within its control to be satisfied as promptly as practicable under the circumstances.
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Accuracy of Representations and Warranties and Satisfaction of Conditions. Seller Parties will promptly advise Buyers in writing if (a) any of Seller Parties' representations or warranties are untrue or incorrect in any material respect or (b) Seller Parties become aware of the occurrence of any event or of any state of facts that results in any of the representations and warranties of Seller Parties being untrue or incorrect in any material respect as if Seller Parties were then making them. Seller Parties will use their reasonable commercial efforts to cause all conditions within their control that are set forth in Section 5 to be satisfied as promptly as practicable under the circumstances.
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Accuracy of Representations and Warranties and Satisfaction of Conditions. Seller Parties will immediately advise Buyer in writing if (a) any of Seller Parties' representations or warranties are untrue or incorrect in any material respect or (b) Seller Parties become aware of the occurrence of any event or of any state of facts that results in any of the representations and warranties of Seller Parties being untrue or incorrect as if Seller Parties were then making them. Seller Parties will not take any action, or omit to take any action, that would result in any of Seller Parties' representations and warranties set forth in this Agreement to be untrue or incorrect as of the Closing Date. Seller Parties will use their best efforts to cause all conditions within their control that are set forth in Section 7 to be satisfied as promptly as practicable under the circumstances.
Sample 1
Accuracy of Representations and Warranties and Satisfaction of Conditions. Seller will immediately advise Buyer in writing if (a) any of the representations or warranties of Seller is untrue or incorrect in any material respect, or (b) Seller becomes aware of the occurrence of any event or state of facts that results in any of the representations and warranties of Seller being untrue or incorrect as if Seller were then making them. Seller will not take any action, or omit to take any action, and shall cause Kenkev not to take any action, or omit to take any action, that would result in any of Seller’s representations and warranties set forth in this Agreement to be untrue or incorrect as of the Closing Date. Seller will use its best efforts to cause all conditions set forth in Section 5 that are within its control to be satisfied as promptly as practicable under the circumstances.
Sample 1
Accuracy of Representations and Warranties and Satisfaction of Conditions. Seller Parties will immediately advise Buyer in writing if (a) any of Seller Parties’ representations or warranties are untrue or incorrect in any material respect or (b) Seller Parties become aware of the occurrence of any event or of any state of facts that results in any of the representations and warranties of Seller Parties being untrue or incorrect as if Seller Parties were then making them. Seller Parties will not take any action, or omit to take any action, that would result in any of Seller Parties’ representations and warranties set forth in this Agreement to be untrue or incorrect as of the Closing Date. Seller Parties will use their best efforts to cause all conditions within their control that are set forth in Section 7 to be satisfied as promptly as practicable under the circumstances.
Sample 1
Accuracy of Representations and Warranties and Satisfaction of Conditions. Agency will immediately advise Madison County Financial in writing if: (a) any of Agency’s representations or warranties are untrue or incorrect in any material respect; or (b) Agency becomes aware of the occurrence of any event or state of facts that results in any of Agency’s representations and warranties being untrue or incorrect in any material respect. Agency will not take any action, or omit to take any action, that would result in any of the representations and warranties of Agency set forth in this Agreement being untrue or incorrect in any material respect as of the Closing Date. Agency will use its best efforts to cause all conditions within its control that are set forth in Article III to be satisfied as promptly as practicable under the circumstances.
Sample 1
Accuracy of Representations and Warranties and Satisfaction of Conditions. Executive will immediately advise Buyer in writing if (a) any of the representations or warranties of Shareholders is untrue or incorrect in any material respect, or (b) Shareholders become aware of the occurrence of any event or state of facts that results in any of the representations and warranties of Shareholders being untrue or incorrect as if Shareholders were then making them. Shareholders will not take any action, or omit to take any action, and shall cause McLaren not to take any action, or omit to take any action, that would result in any of Shareholders' representations and warranties set forth in this Agreement to be untrue or incorrect as of the Closing Date. Shareholders will use their best efforts to cause all conditions set forth in Section 5 that are within their control to be satisfied as promptly as practicable under the circumstances.
Sample 1
Accuracy of Representations and Warranties and Satisfaction of Conditions. Seller Parties will immediately advise FFNM in writing if (a) any of Seller Parties' representations or warranties are untrue or incorrect in any material respect; or (b) Seller Parties become aware of the occurrence of any event or state of facts that results in any of Seller Parties' representations and warranties being untrue or incorrect in any material respect as if Seller Parties were then being made. Seller Parties will not take any action, or omit to take any action, that would result in any of the representations and warranties of Seller Parties set forth in this Agreement being untrue or incorrect in any material respect as of the Closing Date. Seller Parties will use their best efforts to cause all conditions within any of their control that are set forth in Article III to be satisfied as promptly as practicable under the circumstances.
Sample 1

Related to Accuracy of Representations and Warranties and Satisfaction of Conditions

  • Accuracy of Representations and Warranties and Compliance with Obligations The representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: (i) for changes specifically permitted by or disclosed pursuant to this Agreement; and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Purchaser shall have performed and complied in all material respects with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Purchaser shall have delivered to the Sellers a certificate, dated as of the Closing Date, and signed by an executive officer thereof, certifying that such representations and warranties are true and correct, and that all such obligations have been performed and complied with, in all material respects.

  • Accuracy of Representations and Warranties The representations and warranties of Purchaser contained in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

  • Accuracy of Representations and Warranties; Performance of Covenants At the Closing Time, the representations and warranties contained herein or in certificates of any officer of the Company or any of its subsidiaries (including the Bank) delivered pursuant to the provisions hereof, shall be true and correct, when made, and at the Closing Time, and the Company shall have performed its covenants and other obligations hereunder.

  • 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.

  • Preserve Accuracy of Representations and Warranties Each party hereto will refrain from taking any action which would render any of its representations and warranties contained in this Agreement untrue, inaccurate or misleading as of Closing and the Effective Time. Through Closing, each party will promptly notify the other parties of any lawsuit, claim, audit, investigation, administrative action or other proceeding asserted or commenced against such party that may involve or relate in any way to another party to this Agreement. Each party hereto will promptly notify the other parties of any facts or circumstances that come to its attention and that cause, or through the passage of time may cause, any of a party's representations, warranties or covenants to be untrue or misleading at any time from the date hereof through Closing.

  • Survival of Representations and Warranties and Covenants All representations and warranties made by the parties hereto, and all covenants and other agreements of the parties hereto, in this Subscription Agreement shall survive the Closing.

  • Breach of Representations and Warranties Any material representation or warranty of the Borrower made herein, in the Subscription Agreement, or in any agreement, statement or certificate given in writing pursuant hereto or in connection therewith shall be false or misleading in any material respect as of the date made and the Closing Date.

  • Representations and Warranties; Conditions Precedent (a) The Depositor hereby confirms that each of the conditions precedent and the representations and warranties set forth in Section 2.08 of the Pooling and Servicing Agreement are satisfied as of the date hereof. (b) All terms and conditions of the Pooling and Servicing Agreement are hereby ratified and confirmed; provided, however, that in the event of any conflict, the provisions of this Instrument shall control over the conflicting provisions of the Pooling and Servicing Agreement.

  • Limitation of Representations and Warranties EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE V, NO PURCHASER PARTY NOR ANY PURCHASER DESIGNEE IS MAKING ANY OTHER REPRESENTATION OR WARRANTY, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING ANY MATTER WHATSOEVER, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. THE SELLER PARTIES EXPRESSLY ACKNOWLEDGE THAT NEITHER THE PURCHASER PARTIES NOR ANY PURCHASER DESIGNEE HAS MADE, AND THE SELLER PARTIES HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND THE SELLER PARTIES HEREBY EXPRESSLY WAIVE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND THE SELLER PARTIES HEREBY EXPRESSLY WAIVE AND RELINQUISH ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST, ANY PURCHASER PARTY OR ANY PURCHASER DESIGNEE AND THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES (INCLUDING EMPLOYEES) IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO ANY OF THE SELLER PARTIES OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES BY OR ON BEHALF OF ANY PURCHASER PARTY.

  • Confirmation of Representations and Warranties Each Borrower hereby (a) confirms that all of the representations and warranties set forth in Article IV of the Loan Agreement are true and correct with respect to such entity (except to the extent such representation or warranty relates to a particular date, in which case, such confirmation relates to such date), and (b) specifically represents and warrants to Lender that it has good and marketable title to all of its Collateral, free and clear of any lien or security interest in favor of any other person or entity.