Accuracy of the the Sentio Parties’ Representations and Warranties Sample Clauses

Accuracy of the the Sentio Parties’ Representations and Warranties. The representations and warranties of the Sentio Parties (A) contained in this Agreement and the Related Documents (other than Section 4.1, Section 4.2, Section 4.6, and Section 4.7) (i) that are not qualified by “materiality” or “Material Adverse Effect” will have been true and correct in all material respects when made and will be true and correct in all material respects as of the applicable Put Exercise Date and the applicable Closing Date with the same force and effect as if made on such dates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties will be true and correct in all material respects as of such other date and (ii) that are qualified by “materiality” or “Material Adverse Effect” will have been true and correct when made and will be true and correct as of the applicable Put Exercise Date and the applicable Closing Date with the same force and effect as if made on such dates, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties will be true and correct as of such other date, (B) contained in Section 4.6 shall be true in all but de minimis respects as of the applicable Put Exercise Date and the applicable Closing Date with the same force and effect as if made on such dates, and (C) contained in Sections 4.1, 4.2 and 4.7 shall be true in all respects as of the applicable Put Exercise Date and the applicable Closing Date with the same force and effect as if made on such dates. If the representations with respect to litigation set forth in Section 4.13 hereof are not true and correct at an applicable Put Exercise Date and applicable Closing Date, then the Sentio Parties will use commercially reasonable efforts to finally settle or resolve the action, suit, proceeding, investigation, or judgment, as applicable, within six (6) months from the applicable Put Exercise Date. If no settlement or resolution can be reached in that time period and the Investor elects not to waive this condition, the Sentio Parties may thereafter elect to terminate the Put Period and seek alternative sources of financing. If the Sentio Parties elect to terminate the Put Period pursuant to this section, the Investor will have the option to (i) require the Company to redeem all of the Investor’s Preferred Shares at a price equal to the Liquidation Preference (as such term is defined in the Articles Supplementary or the ...
Sample 1
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Related to Accuracy of the the Sentio Parties’ Representations and Warranties

  • THE PARTIES; REPRESENTATIONS AND WARRANTIES All references in this Agreement to the “Fund” are to each of the management investment companies listed on Appendix A, and each management investment company made subject to this Agreement in accordance with Section 20.6 above, individually, as if this Agreement were between the individual Fund and the Custodian. In the case of a series organization, all references in this Agreement to the “Portfolio” are to the individual series of the series organization on behalf of the individual series. Any reference in this Agreement to “the parties” shall mean the Custodian and such other individual Fund as to which the matter pertains.

  • Lessor’s Representations and Warranties Lessor represents and warrants that it will abide by and conform to all such laws, governmental and airport orders, rules and regulations, as shall from time to time be in effect relating in any way to the operation and use of the Aircraft pursuant to this Agreement.

  • Accuracy of the Company’s Representations and Warranties Each of the representations and warranties of the Company in this Agreement and the Registration Rights Agreement shall be true and correct in all material respects as of the Closing Date, 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 date.

  • Assignor's Representations and Warranties Assignor represents and warrants to Assignee that:

  • Licensor’s Representations and Warranties Licensor represents and warrants to Licensee that:

  • 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 Representations and Warranties The Seller represents and warrants to the Purchaser as of the Closing Date:

  • Vendor’s Representations and Warranties 1. The Vendor represents and warrants to the Purchaser that:

  • REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES Each Seller Party hereby represents and warrants to the Agent and the Purchasers, as to itself, as of the date hereof and as of the date of each Incremental Purchase and the date of each Reinvestment that:

  • Investment Representations and Warranties The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the 1933 Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

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