Acquirer's Representations and Warranties Sample Clauses

Acquirer's Representations and Warranties. Acquirer's representations and warranties set forth in Section 2.1 shall be true and correct in all material respects as if made again on the Closing Date, and Acquirer shall have executed and delivered to Contributor at Closing a certificate to the foregoing effect.
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Acquirer's Representations and Warranties. The representations and warranties of Acquirer set forth herein shall be true and correct at the Closing as though made at and as of that date, except as affected by transactions contemplated hereby.
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Acquirer's Representations and Warranties. Except as disclosed in a correspondingly numbered section of the disclosure schedule (the “Acquirer Disclosure Statement”) delivered by Acquirer to ICNB prior to the execution of this Agreement, Acquirer represents and warrants to ICNB as follows; provided, however, the disclosure in the Acquirer Disclosure Statement of an item or matter in response or in reference to one provision or representation shall be deemed responsive to other provisions and representations where the applicability of such item or matter to other provision(s) is reasonably apparent:
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Acquirer's Representations and Warranties. Except as disclosed in a correspondingly numbered section of the disclosure schedule (the “Acquirer’s Disclosure Statement”) delivered by Acquirer to Keystone prior to the execution of this Agreement, Acquirer represents and warrants to Keystone as follows; provided, however, the disclosure in the Acquirer’s Disclosure Statement of an item or matter in response or in reference to one provision or representation shall be deemed responsive to other provisions and representations where the applicability of such item or matter to other provision(s) is reasonably apparent:
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Acquirer's Representations and Warranties. Acquirer makes the following representations and warranties and agrees that Contributor’s obligations under this Agreement are conditioned upon the truth and accuracy of such representations and warranties, both as of the Effective Date and as of the Closing Date: (i) Acquirer has the full right and capacity to enter into this Agreement, consummate or cause to be consummated the sale and purchase, execute all other instruments contemplated herein, and make or cause to be made the transfers and assignments contemplated herein. The person signing this Agreement on behalf of Acquirer is authorized to do so. (ii) There is no agreement to which Acquirer is a party or to Acquirer’s knowledge binding on Acquirer which is in conflict with this Agreement.
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Acquirer's Representations and Warranties. All ----------------------------------------- representations and warranties of Acquirer contained herein shall be true and correct in all material respects on the date of this Agreement and on the Closing date.
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Acquirer's Representations and Warranties. Acquirer makes the following representations and warranties and agrees that Contributor’s obligations under this Agreement are conditioned upon the truth and accuracy of such representations and warranties, both as of the Effective Date and as of the Closing Date: (a) Acquirer has the full right and capacity to enter into this Agreement, consummate or cause to be consummated the sale and purchase, execute all other instruments contemplated herein, and make or cause to be made the transfers and assignments contemplated herein. The person signing this Agreement on behalf of Acquirer is authorized to do so. (b) There is no agreement to which Acquirer is a party or to Acquirer’s knowledge binding on Acquirer which is in conflict with this Agreement. (c) Except as expressly provided in Section 6.1 above, in Contributor’s general warranty of title to be contained in the deed to Acquirer at Closing or as otherwise expressly provided in this Agreement (collectively the “Express Warranties”), Contributor hereby specifically disclaims any warranty, guaranty or representation, oral or written, express or implied, past, present or future, of, as to or concerning (i) the nature, quality, and condition of the Property, including, without limitation, the water, soil, and geology thereof, (ii) the suitability of the Property for any activities and uses which Acquirer may elect to conduct thereon, income to be derived therefrom or expenses to be incurred with respect thereto, or the habitability, merchantability or fitness thereof for a particular purpose; (iii) the manner of construction and condition and state of repair or lack of repair of any improvements thereon; (iv) the nature and extent of any easement, right-of-way, lease, possession, lien, encumbrance, license, reservation, or condition affecting the Property; (v) the compliance of the Property or the operation of the Property with any laws, rules, ordinances or regulations of any governmental body, and specifically, except for the Express Warranties, Contributor does not make any representations regarding hazardous waste, as defined by the laws of the State of Texas or the United States of America, and any regulations adopted pursuant thereto or the compliance of the Property with any such laws. Except for the Express Warranties, Acquirer agrees to accept the Property at Closing in its present As Is, Where Is, With All Faults condition. (d) ACQUIRER ACKNOWLEDGES AND AGREES THAT (i) ACQUIRER IS EXPERIENCED IN THE...
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Related to Acquirer's Representations and Warranties

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

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

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

  • Owner’s Representations and Warranties Owner represents and warrants to each Pass Through Trustee, Subordination Agent and Mortgagee that:

  • Subscriber's Representations and Warranties The Subscriber hereby represents and warrants to and agrees with the Company that:

  • 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.

  • 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.

  • 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:

  • 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:

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

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