Acknowledgment; Representations and Warranties Sample Clauses

Acknowledgment; Representations and Warranties. The Joining Party represents and warrants that (i) the Joining Party has the requisite corporate power and authority to execute and deliver this Joinder, and to perform the obligations hereunder; and (ii) this Joinder has been duly authorized, executed and delivered by, and is enforceable against, the Joining Party, except that enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally, by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and by an implied covenant of good faith and fair dealing.
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Acknowledgment; Representations and Warranties. The Joining Party represents and warrants that:
Sample 1Sample 2Sample 3See All (6)
Acknowledgment; Representations and Warranties. ("Transferee") acknowledges that Transferee is acquiring _______ [number of shares to be acquired to be inserted] shares of the Common Stock from _______________, a Party, subject to the terms and conditions of the Stockholders Agreement. Capitalized terms used herein without definition are defined in the Stockholders Agreement and are used herein with the same meanings set forth therein. Transferee represents and warrants to the Corporation and the Parties that (i) Transferee has full power and authority to execute and deliver this Adoption and the execution and delivery by such Transferee of this Adoption have been duly authorized by all necessary action; (ii) this Adoption has been duly and validly executed and delivered by the Transferee and constitutes the binding obligation of the Transferee, enforceable against the Transferee in accordance with its terms; and (iii) the Transferee owns _______ shares of Common Stock in addition to those being acquired as hereinabove referenced.
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Acknowledgment; Representations and Warranties. (a) Each Obligor confirms and agrees that, notwithstanding the effectiveness of this Agreement, the Obligations of such Obligor under each Notes Document to which such Obligor is a party shall not be impaired and each Notes Document to which such Obligor is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects, except that upon the Effective Date, the terms, conditions, rights and remedies with respect to such Obligations of the Obligors shall be governed by the Note Purchase Agreement as amended hereby. Each Obligor hereby consents to the modifications made to the Note Purchase Agreement and hereby agrees that, upon the occurrence of the Effective Date, and except as otherwise expressly set forth herein, each Notes Document to which it is a party is and shall continue to be in full force and effect and the same are hereby ratified in all respects.
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Acknowledgment; Representations and Warranties. 11.1 The Customer confirms that unless the Bank agrees in writing and as a specific exception to this Clause 11, it has been and will at all times continue to be solely responsible for (a) making its own independent investigation and appraisal of the business, operations, financial conditions, credit‐worthiness, status and affairs of the company or body whose Securities the Customer intends to deal with; and (b) making its own independent decision in respect of all Securities Transactions. In respect of all and any Securities Transactions, the Customer shall be deemed to have entered into the same on its own judgment and at its own risk. In particular, the Customer agrees and confirms that:
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Acknowledgment; Representations and Warranties. Each of the Parties specifically represents and warrants to each of the other Parties that it has not been induced to enter into this Agreement by any act, omission, statement, or representation of any type, nature, or kind, other than any matter, statement, or representation specifically stated in writing in this Agreement. Each Party has read this Agreement and understands its terms, conditions, and provisions. No Party, nor any of its officers, directors, employees, attorneys, agents, representatives, partners, principals, shareholders, administrators, or trustees, has made any representations or warranties not contained in writing in this Agreement to another Party. This Agreement has been negotiated at arms-length between persons knowledgeable in the matters dealt with herein and in any rights each may have.
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Related to Acknowledgment; Representations and Warranties

  • Investment Representations and Warranties The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the Securities 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.

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

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

  • Reaffirm Existing Representations and Warranties Each representation and warranty of Borrower contained in the Credit Agreement and the other Loan Papers is true and correct on the date hereof and will be true and correct after giving effect to the amendments set forth in Section 1 hereof.

  • Affirmation of Representations and Warranties At each Applicable Time, Settlement Date and Representation Date, the Company shall be deemed to have affirmed each representation and warranty contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented as of such date; and each execution and delivery by the Company of a Terms Agreement, shall be deemed to be an affirmation to the Manager that the representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance or of such Terms Agreement as though made at and as of such date, and an undertaking that such representations and warranties will be true and correct as of the Settlement Date for the Shares relating to such acceptance or as of the Time of Delivery relating to such sale, as the case may be, as though made at and as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented as of such date.

  • Reaffirmation of Representations and Warranties Each acceptance by the Company of an offer for the purchase of Notes (whether to one or more Agents as principal or through an Agent as agent), and each delivery of Notes (whether to one or more Agents as principal or through an Agent as agent), shall be deemed to be an affirmation that the representations and warranties of the Company herein contained and contained in any certificate theretofore delivered to the Agents pursuant hereto are true and correct at the time of such acceptance or sale, as the case may be, and an undertaking that such representations and warranties will be true and correct at the time of delivery to such Agent(s) or to the purchaser or its agent, as the case may be, of the Notes relating to such acceptance or sale, as the case may be, as though made at and as of each such time (it being understood that such representations and warranties shall relate to the Registration Statement and Prospectus as amended and supplemented to each such time).

  • DEBTOR'S REPRESENTATIONS AND WARRANTIES Debtor represents and warrants to Secured Party:

  • Perfection Representations and Warranties If the transfer of the Conveyed Assets under this Agreement is determined to be a pledge relating to a financing or is determined not to be an absolute sale and assignment, the Depositor makes the following representations and warranties on which the Issuer is relying in purchasing the Conveyed Assets. The representations and warranties are made as of the Closing Date, but shall survive the sale, transfer and assignment of the Conveyed Assets by the Depositor to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture:

  • INVESTOR’S REPRESENTATIONS AND WARRANTIES The Investor represents and warrants to the Company that as of the date hereof and as of the Commencement Date:

  • GRANTOR'S REPRESENTATIONS AND WARRANTIES Grantor warrants that: (A) this Agreement is executed at Borrower's request and not at the request of Lender; (B) Grantor has the full right, power and authority to enter into this Agreement and to pledge the Collateral to Lender; (C) Grantor has established adequate means of obtaining from Borrower on a continuing basis information about Borrower's financial condition; and (D) Lender has made no representation to Grantor about Borrower or Borrower's creditworthiness.

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