Accuracy of Representations, Warranties and Agreements Sample Clauses

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.
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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 (except to the extent the Seller and the Shareholder waives the same); the Buyer shall have performed and complied with all agreements, covenants, and conditions to be performed or complied with by it in all material respects at or prior to the Closing Date; and the Buyer shall have delivered to the Seller and the Shareholder a certificate of an officer dated the Closing Date certifying to such compliance and completion.
Sample 1Sample 2See All (4)
Accuracy of Representations, Warranties and Agreements. The representations and warranties made by Seller 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 Buyer shall waive the same). 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 Seller shall have delivered to Buyer a certificate of an officer dated the Closing Date certifying to such compliance and completion.
Sample 1
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”).
Sample 1Sample 2
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”).
Sample 1Sample 2
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").
Sample 1
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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 Section 6.01.

  • 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:

  • 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:

  • Representations, Warranties and Agreements of Purchaser (a) The Purchaser hereby represents and warrants to the Seller, as of the date hereof (or such other date as is specified in the related representation or warranty) 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.

  • Representations, Warranties and Agreements of the Purchaser The Purchaser hereby represents and warrants to, and agrees with, the Company as follows:

  • Survival of Representations, Warranties, Covenants and Agreements The representations and warranties made by Sellers and, prior to the Closing, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof).

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