Accuracy of Representations; No Default; Etc Sample Clauses

Accuracy of Representations; No Default; Etc. The following statements shall be true on the date of each Committed Loan or Issuance Date, as the case may be, before and after giving effect thereto: (i) The representations and warranties contained in Article 6 are correct on and (except for representations and warranties relating solely to a particular point in time and, after the initial Committed Borrowing, other than under Section 6.05(b)) as of such date as though made on and as of such date; and (ii) No Default or Event of Default has occurred and is continuing or would result from such Committed Loan being made or Letter of Credit being Issued on such date.
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Accuracy of Representations; No Default; Etc. The following -------------------------------------------- statements shall be true on the date of each Committed Loan, before and after giving effect thereto: (i) The representations and warranties contained in Article V are --------- correct on and (except for representations and warranties relating solely to a particular point in time and, after the initial Committed Borrowing, other than under paragraph (b) of Section 5.05) as of such date as though ------------ made on and as of such date; and (ii) No Default or Event of Default has occurred and is continuing or would result from such Committed Loan being made on such date.
Sample 1See All (4)
Accuracy of Representations; No Default; Etc. The following -------------------------------------------- statements shall be true on the date of each Conversion or Continuation, as the case may be, before and after giving effect thereto: (i) the representations and warranties contained in Article 5 are --------- correct on and (except for representations and warranties relating solely to a particular point in time and except for Section 5.05(b)) as of such --------------- date as though made on and as of such date; and (ii) no Default or Event of Default has occurred and is continuing or would result from such Conversion or Continuation being made.
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Accuracy of Representations; No Default; Etc. The following -------------------------------------------- statements shall be true on the date of each Bid Borrowing, before and after giving effect thereto and to the application of the proceeds from the Bid Loans being made on such date: (i) the representations and warranties contained in Article 5 are --------- correct on and (except for representations and warranties relating solely to a particular point in time) as of such date as though made on and as of such date; and (ii) no Default or Event of Default has occurred and is continuing or would result from such Bid Loan being made on such date.
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Accuracy of Representations; No Default; Etc. The following statements shall be true on the date of each Bid Borrowing, before and after giving effect thereto and to the application of the proceeds from the Bid Loans being made on such date: (i) The representations and warranties contained in Article 6 are correct on and (except for representations and warranties relating solely to a particular point in time and other than under Section 6.05(b) as of such date as though made on and as of such date; and (ii) No Default or Event of Default has occurred and is continuing or would result from such Bid Loan being made on such date.
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Accuracy of Representations; No Default; Etc. The following statements shall be true on the date of each Bid Borrowing, before and after giving effect thereto and to the application of the proceeds from the Bid Loans being made on such date: (i) The representations and warranties contained in Article 6 are correct on and (except for representations and warranties relating solely to a particular point in time and other than under Section 6.05(b) as of such date as though made on and as of such date; and
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Accuracy of Representations; No Default; Etc. The following --------------------------------------------- statements shall be true on the date of the Disbursement, before and after giving effect thereto and to the application of the proceeds therefrom:
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Accuracy of Representations; No Default; Etc. The following statements shall be true on the date of each Conversion or Continuation, as the case may be, before and after giving effect thereto: (i) the representations and warranties contained in Article V are true and correct in all respects on and (except for representations and warranties relating solely to a particular point in time and except for Section 5.05(b)) as of such date as though made on and as of such date; and (ii) no Default or Event of Default has occurred and is continuing or would result from such Conversion or Continuation being made.
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Related to Accuracy of Representations; No Default; Etc

  • 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.

  • 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.

  • 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 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 Performance of Covenants The representations and warranties made by the Company in this Agreement were true when made and shall be true as of the Closing Date (except for changes therein permitted by this Agreement) with the same force and effect as if such representations and warranties were made at and as of the Closing Date. Additionally, the Company shall have performed and complied with all covenants and conditions required by this Agreement to be performed or complied with by the Company.

  • 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.

  • Covenants for Reporting of Repurchase Demands due to Breaches of Representations and Warranties (a) The Owner Trustee will (i) in accordance with its obligations pursuant to Section 3.2 of the Sale and Servicing Agreement, provide prompt written notice upon the discovery of any breach of the Seller’s representations and warranties, (ii) no later than five (5) Business Days after the end of each calendar quarter, provide to the Servicer, GM Financial and the Seller, a notice in substantially the form of Exhibit C, or any other form agreed upon between the Owner Trustee and the Seller, which shall be deemed acceptable to the Seller unless the Seller notifies the Owner Trustee within five (5) Business Days of its receipt thereof, with respect to any requests (in writing or orally) for the repurchase of any Receivable pursuant to Section 5.1 of the Purchase Agreement or Section 3.2 of the Sale and Servicing Agreement received by a Responsible Officer of the Owner Trustee during the immediately preceding calendar quarter (or, in the case of the initial notice, since the Closing Date) and (iii) promptly upon reasonable written request by the Servicer, GM Financial or the Seller, provide to them any other information reasonably requested in good faith that is in actual possession of the Owner Trustee and necessary to facilitate compliance by them with Rule 15Ga-1 under the Exchange Act, and Items 1104(e) and 1121(c) of Regulation AB. (b) In no event will the Owner Trustee or the Trust have any responsibility or liability in connection with (i) the compliance by the Servicer, GM Financial, the Seller or any other Person with the Exchange Act or Regulation AB or (ii) any filing required to be made by a securitizer under the Exchange Act or Regulation AB. The Owner Trustee will not have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to Section 5.1 of the Purchase Agreement or Section 3.2 of the Sale and Servicing Agreement.

  • Breach of Representations, Etc Any representation, warranty or certification made or deemed made by any Credit Party in any Credit Document or in any statement or certificate at any time given by any Credit Party or any of its Subsidiaries in writing pursuant hereto or thereto or in connection herewith or therewith shall be false in any material respect as of the date made or deemed made; or

  • Survival of Representations, Etc (a) Subject to limitations set forth herein, the representations and warranties made by the Company in this Agreement (including the representations and warranties set forth in Section 2 and the representations and warranties set forth in the Company Closing Certificate) shall survive the Closing and shall expire on the earlier of the date (the “Company Expiration Date”) that is (i) the eighteenth month anniversary of the Closing Date and (ii) the fourth month anniversary of the closing of a Qualified IPO; provided, however, that if, at any time prior to the Company Expiration Date, any Parent Indemnitee (acting in good faith) delivers to the Stockholders’ Representative a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Parent Indemnitee’s belief that such an inaccuracy or breach exists) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the Company Expiration Date until such time as such claim is fully and finally resolved. The representations and warranties made by Parent or Merger Sub in this Agreement (including the representations and warranties set forth in Section 3) shall survive the Closing and shall expire on the earlier of the date (the “Parent Expiration Date”) that is (i) the eighteenth month anniversary of the Closing Date anniversary of the Closing Date and (ii) the date of the closing of a Qualified IPO; provided, however, that if, at any time prior to the Parent Expiration Date, the Stockholders’ Representative (acting in good faith) delivers to Parent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by Parent or Merger Sub (and setting forth in reasonable detail the basis for the Stockholders’ Representative’s belief that such an inaccuracy or breach exists) and asserting a claim for recovery under Section 9.3 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the Parent Expiration Date until such time as such claim is fully and finally resolved. The agreements, covenants and other obligations of the parties hereto shall survive the Closing and the Effective Time in accordance with their respective terms. (b) The representations and warranties made by the Company, and the covenants and obligations of the Company, and the rights and remedies that may be exercised by the Parent Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge of, any of the Parent Indemnitees or any of their Representatives. The representations and warranties made by Parent and Merger Sub, and the covenants and obligations of Parent and Merger Sub, and the rights and remedies that may be exercised by the Stockholders’ Representative, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge of, the Company, the Company Stockholders, the Stockholders’ Representative or any of the respective representatives. (c) Nothing contained in this Section 9.1 or elsewhere in this Agreement shall limit any rights or remedy of any Parent Indemnitee or any Company Stockholder for claims based on fraudulent or intentional misrepresentation.

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