Accuracy of Representations, Warranties and Agreements Sample Clauses

Accuracy of Representations, Warranties and Agreements. The representations and warranties made by the Seller and the Shareholder herein shall be true and correct on the date of this Agreement and at the Closing Date with the same effect as though made at such time (except to the extent the Buyer shall waive the same). The Seller and the Shareholder shall have performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed and complied with by it at or prior to the Closing Date and the Seller and the Shareholder shall have delivered to the Buyer a certificate certifying to such compliance and completion.
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Accuracy of Representations, Warranties and Agreements. The representations, warranties and agreements made by the Seller herein shall be true and correct on the date of this Agreement and at the Appointment Time (or with respect to Sections 4.1, 4.4, and 4.17, as of the Closing Date) in all material respects with the same effect as though made at such time (except to the extent the Buyer shall waive the same). The Seller shall have performed and complied with all agreements, covenants and conditions required by this Agreement to be performed and complied with by it in all material respects at or prior to the Closing Date; and the Seller shall have delivered to the Buyer a certificate of its Chief Executive Officer and President dated the Closing Date certifying to such compliance and completion.
Sample 1Sample 2See All (4)
Accuracy of Representations, Warranties and Agreements. The representations, warranties and agreements of the Buyer herein shall be true and correct on the date of this Agreement and at the Closing Date in all material respects with the same effect as though made at such time (except to the extent the Seller waives the same); the Buyer shall have performed and complied in all material respects with all agreements, covenants, and conditions to be performed or complied with by it at or prior to the Closing Date; and the Buyer shall have delivered to the Seller a certificate of an officer dated the Closing Date certifying to such compliance and completion.
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Accuracy of Representations, Warranties and Agreements. As of the Time of Closing, there shall have been no material adverse change to the representations and warranties made by Seller herein that would affect Seller's ability to consummate the transaction contemplated herein. Seller shall have performed and complied with all agreements, covenants and conditions required by this Agreement to be performed and complied with by it at or prior to the Closing Date, and Seller shall have delivered to Purchaser a certificate certifying that the conditions set forth in this Section 4.2(a) are satisfied in all respects (the "Seller's Closing Certificate").
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Accuracy of Representations, Warranties and Agreements. As of the Time of Closing, there shall have been no material adverse change to the representations and warranties made by Purchaser herein that would affect Purchaser's ability to consummate the transaction contemplated herein. The representations and warranties of Purchaser contained herein shall be true and correct on the Time of Closing as if made again at the Time of Closing. Purchaser shall have performed and complied with all agreements, covenants and conditions required by this Agreement to be performed and complied with by it at or prior to the Closing Date, and Purchaser shall have delivered to Seller a certificate certifying that the conditions set forth in this Section 4.3(a) are satisfied in all respects (the "Purchaser's Closing Certificate").
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Accuracy of Representations, Warranties and Agreements. The representations and warranties made by the Sellers herein or in any document delivered pursuant hereto shall be true and correct (after giving effect to any notifications and schedule updates made by the Sellers pursuant to Section 6.07 but without giving effect to any Material Adverse Effect or materiality qualifiers therein) when made and on and as of the Closing Date as though made at that time (unless a representation and warranty speaks as to a stated date, in which case such representation shall be true as of such date), except to the extent that all such failures of the representations and warranties to be true and correct, considered collectively, could not reasonably be expected to have a Material Adverse Effect on the Company or adversely affect the ability of the Sellers to consummate the transactions contemplated by this Agreement; provided that, the foregoing notwithstanding, the representations and warranties set forth in Sections 4.01 (other than the third sentence of Section 4.01(a)), 4.02 and 4.03 shall be true and correct in all respects when made and on and as of the Closing Date as though made at the Closing Date (unless a representation and warranty speaks as to a stated date, in which case such representation shall be true as of such date). The Sellers shall have performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed and complied with by them at or prior to the Closing Date and the Sellers shall have delivered to Investor a certificate executed by the Sellers’ Representative on behalf of the Sellers certifying that the conditions set forth in this Section 3.01(a) have been satisfied as of the Closing Date (the “Sellers’ Closing Certificate”).
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Accuracy of Representations, Warranties and Agreements. The representations, warranties and agreements of Investor herein shall be true and correct in all material respects on the Closing Date. Investor shall have performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed and complied with by it at or prior to the Closing Date and Investor shall have delivered to the Sellers’ Representative a certificate certifying that the conditions set forth in this Section 3.02(a) are satisfied in all material respects as of the Closing Date (the “Investor Closing Certificate”).
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Accuracy of Representations, Warranties and Agreements. The representations and warranties made by the Seller herein shall be true and correct on the date of this Agreement and at the Closing Date in all material respects with the same effect as though made at such time (except to the extent the Buyer shall waive the same). This condition to closing shall be deemed met notwithstanding breaches of representations and warranties which do not exceed $10,000 individually or $50,000 in the aggregate. The Seller shall have performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed and complied with by it at or prior to the Closing Date; and the Seller shall have delivered to the Buyer a certificate of its an officer certifying to such compliance and completion.
Sample 1
Accuracy of Representations, Warranties and Agreements. The representations and warranties made by Seller herein shall be true and correct as of the date of the Execution Date and the date of the Final Payment. Seller shall have performed and complied with all agreements, covenants and conditions required by this Agreement to be performed and complied with by Seller at or prior to the date of the Final Payment.
Sample 1

Related to Accuracy of Representations, Warranties and Agreements

  • Survival of Representations, Warranties and Agreements Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Investor herein shall survive the execution of this Agreement, the delivery to the Investor of the Shares being purchased and the payment therefor.

  • Non-Survival of Representations, Warranties and Agreements None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIII.

  • Nonsurvival of Representations, Warranties and Agreements None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for those covenants and agreements contained herein and therein which by their terms apply in whole or in part after the Effective Time.

  • Representations, Warranties and Agreements You will make to each other Underwriter participating in an Offering the same representations, warranties, and agreements, if any, made by the Underwriters to the Issuer, the Guarantor, or the Seller in the applicable Underwriting Agreement or any Intersyndicate Agreement, and you authorize the Manager to make such representations, warranties, and agreements to the Issuer, the Guarantor, or the Seller on your behalf.

  • Representations, Warranties and Agreements of Seller The Seller agrees and acknowledges that it shall, as a condition to the consummation of the transactions contemplated hereby, make the representations and warranties specified in Section 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement, as of the Closing Date. The meaning of the term "Agreement" as used in Sections 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement shall include this Agreement. The Seller, without conceding that the Mortgage Loans are securities, hereby makes the following additional representations, warranties and agreements which shall be deemed to have been made as of the Closing Date: a) neither the Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security from, or otherwise approached or negotiated with respect to any Mortgage Loans, any interest in any Mortgage Loans or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933 (the "1933 Act") or which would render the disposition of any Mortgage Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such manner with respect to the Mortgage Loans; and b) the Seller has not dealt with any broker or agent or anyone else who might be entitled to a fee or commission in connection with this transaction other than the Purchaser.

  • Subscriber’s Representations, Warranties and Agreements To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:

  • Non-Survival of Representations, Warranties, Covenants and Agreements None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and agreements, shall survive the Effective Time, except for (i) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time and (ii) this Article IX.

  • Survival of Representations, Warranties, Covenants and Agreements (a) The representations and warranties of Seller and Purchaser contained in this Agreement will survive the Closing until 5:00 p.m. New York time on the date which is eighteen (18) months following the Closing Date, provided that the Fundamental Representations and the representations and warranties contained in Section 3.5 will survive until the date that is sixty days following the expiration of the applicable statute of limitations. (b) The covenants contained in this Agreement shall survive in accordance with their respective terms. (c) Notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5.

  • REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER The Adviser represents, warrants and agrees that: a. The Adviser has been duly authorized by the Board of Trustees of the Fund to delegate to the Sub-Adviser the provision of investment services to the Portfolio Account as contemplated hereby. b. The Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Adviser by applicable law and regulations.

  • Representations, Warranties and Agreements of the Company The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

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