Accuracy of the Seller’s Representations and Warranties Sample Clauses

Accuracy of the Seller’s Representations and Warranties. The representations and warranties of the Seller contained herein 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 that representations and warranties that are made as of a specific date need be true in all material respects only as of such date);
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Accuracy of the Seller’s Representations and Warranties. All of the representations and warranties contained in this Article 3 have been made to the best of the Seller’s knowledge and, in any case, in good faith, based on normal investigations conducted by or on behalf of the Seller, in order to faithfully and realistically present the Company's position with respect to the items covered in said Article 3. The representations and warranties of this Article 3 replace all of the Seller’s other representations and warranties, regardless of the manner in which they were made or granted. The scope of the information contained in the Schedules is limited to the articles to which the latter refer.
Accuracy of the Seller’s Representations and Warranties. The representations and warranties of the Seller (as supplemented pursuant to Section 5.9) shall be true and correct as of the date when made and as of Closing Date as though made at that time except for such failures to be true and correct as would not be reasonably likely to result in a Material Adverse Effect with respect to Seller, and the Purchaser shall have received a certificate attesting thereto signed by a duly authorized officer of the Seller.
Accuracy of the Seller’s Representations and Warranties. (i) The representations and warranties of Seller contained in this Agreement (other than the representations and warranties set forth in Section 3.4, Section 3.5 and Section 3.9(i)), disregarding all qualifications contained herein relating to materiality or Company Material Adverse Effect, shall be true and correct, in each case on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on the Closing Date, except to the extent that the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, have a Company Material Adverse Effect (except for such representations and warranties which by their express provisions are made as of an earlier date, in which case they shall be true and correct in all material respects as of such date) and (ii) the representations and warranties contained in Section 3.4, Section 3.5 and Section 3.9(i) shall be true and correct in all respects (other than for de minimis exceptions in the case of Section 3.5) in each case on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on the Closing Date (except for such representations and warranties that by their express provisions are made of as an earlier date, in which case they shall be true and correct in all respects (other than for de minimis exceptions in the case of Section 3.5) as of such date). The Buyer Group shall have received a certificate from Seller signed by a duly authorized officer of Seller confirming the foregoing as of the Closing Date.
Accuracy of the Seller’s Representations and Warranties. All representations and warranties of the Sellers set forth in ARTICLE IV, shall have been accurate and complete in all respects on the date when made and on the Equity Closing Date (unless the representations and warranties address matters as of a particular date, in which case they shall remain accurate and complete in all respects as of such date) with the same effect as if made on and as of the Equity Closing Date, without giving effect to any supplements to the Sellers Disclosure Schedule.
Accuracy of the Seller’s Representations and Warranties. The representations and warranties of Sellers contained in this Agreement, shall be true and correct, in each case on and as of the date hereof, and with respect to Section 3.1 (Organization), Section 3.2 (Noncontravention), Section 3.3 (Capitalization), Section 3.4 (Government Authorizations), Section 3.18 (Brokers’ Fees), Section 5.3 (Ownership of Interests) and Section 5.5 (Brokers’ Fees) as of the Closing Date except to the extent that the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, constitute a Material Adverse Effect; and Buyer shall have received a certificate from Sellers signed by Sellers and a duly authorized officer of the Company confirming the foregoing as of the Closing Date.
Accuracy of the Seller’s Representations and Warranties. All representations and warranties by The Seller in this Agreement or in any written statement that shall be delivered to Buyer by The Seller under this Agreement shall be true on and as of the Closing Date as though made at that time.
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Related to Accuracy of the Seller’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.

  • Seller’s Representations and Warranties Seller represents and warrants to Purchaser 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 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.

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

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

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

  • Assignor’s Representations and Warranties Assignor does hereby represent and warrant that the Purchase Agreement and the General Terms Agreement are in full force and effect as to Assignor and are enforceable against Assignor in accordance with their respective terms. Assignor does hereby further represent and warrant that Assignor has, with the authorized execution of the Consent and Agreement and the Engine Consent and Agreement, (i) received all necessary consents to the assignment and transfer contemplated herein (including without limitation the assignment and transfer contemplated herein of Assignor's rights under the Purchase Agreement and the General Terms Agreement) and (ii) assuming that the Consent and Agreement and the Engine Consent and Agreement are in full force and effect, such consents are in full force and effect and Assignor further represents and warrants that Assignor has not assigned (except as assigned hereby) or pledged (except pursuant to the 737 Purchase Agreement Assignment dated as of November 27, 1996 between Lessee and Manufacturer, the Lien of which will have been released at or prior to the delivery of this Agreement), and hereby covenants that it will not during the Term assign (except as assigned hereby) or pledge so long as this Assignment shall remain in effect, the whole or any part of the rights hereby assigned or any of its rights with respect to the Aircraft under the Purchase Agreement or with respect to the Engines under the General Terms Agreement not assigned hereby to anyone other than Assignee.

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