Accuracy of the Buyer’s Representations and Warranties Sample Clauses

Accuracy of the Buyer’s Representations and Warranties. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Closing and as of each Settlement Date as though made at that time (except for representations and warranties that speak as of a particular date, which shall be true and correct in all material respects as of such dates).
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Accuracy of the Buyer’s Representations and Warranties. The representations and warranties of the Buyer contained in this Agreement that are qualified as to materiality shall be true and correct and the representations and warranties of the Buyer set forth in this Agreement and that are not so qualified shall be true and correct in all material respects, in each case on the date of this Agreement and on the Closing Date as though made on the Closing Date, except those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which need only be true and accurate (or true and accurate in all material respects, as applicable) as of such date or with respect to such period; provided, however, that a breach of any of the foregoing representations and warranties shall not constitute the non-fulfillment of the foregoing condition (x) if such breach is cured prior to the Closing or the termination of this Agreement in accordance with its terms or (y) unless such breach, individually or in the aggregate with all other breaches, impairs the execution, delivery or performance by the Buyer of this Agreement or the consummation by the Buyer of the transactions contemplated hereby.
Sample 1
Accuracy of the Buyer’s Representations and Warranties. The representations and warranties of the Buyer contained in this Agreement shall be true and correct as of the Closing Date with the same effect as if made at and as of the Closing Date (except to the extent such representations and warranties specifically related to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), it being understood that, (i) any inaccuracies in such representations and warranties shall be disregarded if the circumstances giving rise to such inaccuracies (considered collectively) would not result in a material adverse effect on the ability of the Buyer to consummate timely the transactions contemplated by this Agreement and (ii) for purposes of determining whether such representations and warranties are true and correct, all “material adverse effect” qualifications and any other materiality, in all material respects or other similar qualifications (whether qualitative or quantitative, other than those qualifications specifically referring to a certain Dollar amount) in such representations and warranties shall be disregarded; and the Sellers shall have received a certificate signed by a duly authorized officer of the Buyer confirming the foregoing as of the Closing Date.
Sample 1
Accuracy of the Buyer’s Representations and Warranties. (i) The representations and warranties of the Buyer set forth in Section 5.1 (Organization), Section 5.2 (Authorization), Section 5.4 (Government Authorizations) and Section 5.7 (Brokers’ Fees) shall be true and correct as of the Closing Date with the same effect as if made at and as of the Closing Date (except to the extent such representations and warranties specifically related to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); and the Sellers shall have received a certificate signed by a duly authorized officer of the Buyer confirming the foregoing as of the Closing Date. (ii) All representations and warranties of the Buyer contained in Article V, other than those set forth in clause (i) above, shall be true and correct as of the Closing Date with the same effect as if made at and as of the Closing Date (except to the extent such representations and warranties specifically related to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), it being understood that (i) any inaccuracies in such representations and warranties shall be disregarded if the circumstances giving rise to such inaccuracies (considered collectively) would not result in a Buyer Material Adverse Effect and (ii) for purposes of determining whether such representations and warranties are true and correct, all “Buyer Material Adverse Effect” qualifications and other materiality qualifications (whether qualitative or quantitative, other than those qualifications specifically referring to a certain dollar amount) in such representations and warranties (or in the applicable representations and warranties in the Timber SPA, in the case of the representations and warranties in Section 5.11(b)) shall be disregarded; and the Sellers shall have received a certificate signed by a duly authorized officer of the Buyer confirming the foregoing as of the Closing Date.
Sample 1

Related to Accuracy of the Buyer’s Representations and Warranties

  • Accuracy of the Purchaser’s Representations and Warranties The representations and warranties of each Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects as of such date.

  • Buyer’s Representations and Warranties The Buyer represents and warrants to the Company that:

  • Accuracy of the Investor’s Representations and Warranties The representations and warranties of the Investor shall be true and correct in all material respects.

  • Seller’s Representations and Warranties Seller represents and warrants to Purchaser that:

  • Purchaser’s Representations and Warranties The Purchaser represents and warrants to the Company that:

  • Buyer Representations and Warranties The Buyer represents and warrants to, and covenants and agrees with, the Company, as of the date hereof and as of the Closing Date, as follows:

  • Accuracy of the Company’s Representations and Warranties Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all respects as of such date.

  • Seller Representations and Warranties The Seller represents and warrants to the Purchaser as of the Closing Date: (a) The Seller is a New York corporation, validly existing and in good standing under the laws of the State of New York, and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller; (b) The Seller has the power and authority to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms; (c) The Seller is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date; (d) The execution, delivery, and performance of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which the Seller is a party or by which the Seller may be bound; and (e) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations and warranties in this Section shall survive the transfer of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breach.

  • Customer’s Representations and Warranties Upon Xxxxxx’s request from time to time, Customer will provide Seller with current financial information. Customer represents and warrants that any financial information provided to Seller will be true and correct in all material respects and shall fairly and accurately present the financial condition of Customer as of the date of such financial statements. Customer hereby authorizes Seller to review and evaluate Customer’s credit background from time to time.

  • Vendor’s Representations and Warranties The Vendor represents and warrants to the Purchaser that:

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