ADDITIONAL REPRESENTATIONS AND WARRANTIES OF SELLERS Sample Clauses

ADDITIONAL REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller, severally but not jointly, represents and warrants to, and agrees with, Buyer as follows:
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ADDITIONAL REPRESENTATIONS AND WARRANTIES OF SELLERS. The Sellers hereby further represent and warrant to the Agent, the Managing Agents and the Purchasers, on and as of the date hereof, the date of each Incremental Purchase and the date of each Reinvestment that:
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ADDITIONAL REPRESENTATIONS AND WARRANTIES OF SELLERS. (a) Sellers have maintained their pricing files relating exclusively to the Business in the Ordinary Course of Business, and prices charged to the public for goods (whether in-Stores, by advertisement or otherwise) are the same in all material respects as set forth in such pricing files for the periods indicated therein. All pricing files and records requested by Purchaser relative to the Merchandise Inventory have been and will continue to be made available to Purchaser. All such pricing files and records requested by Purchaser and agreed to be supplied by Sellers are and shall xxxxxxxx to be true and accurate in all material respects as to the actual cost to Sellers for purchasing the goods referred to therein and as to the selling price to the public for such goods as of the dates and for the periods indicated therein. (b) Sellers have not since March 31, 1999, and shall not up to the Closing Date, (i) marked up or raised the price of any items of Merchandise Inventory (except for price/cost adjustments or chain wide price adjustments in the Ordinary Course of Business), or removed or altered any tickets or any indicia of clearance or reduced price merchandise or (ii) conducted any non-ordinary course promotional activity. (c) Sellers shall ticket or mark all items of Merchandise Inventory received at the Repp Stores or at Repp By Mail after the date hereof but prior tx xxe Closing Datx xx a manner consistent with similar inventory located at the Repp Stores or at Repp By Mail and in accordance with Sellers' xxstoric practicxx xnd policies relative to pricing and marking of inventory. (d) All point of sale activity at the Repp Stores or at Repp By Mail has occurred and will occur up xx the Closing Xxxx in the Ordinary Course of Business. (e) To the best of Sellers' knowledge, all Merchandise Inventory is in compliance in all material respects with all applicable U.S. and Canadian federal, state, province, or local product safety laws, rules and standards. (f) Sellers have paid and will continue to pay through the Closing Date, (i) all self-insured or Sellers funded employee benefit programs for Employees of the Business, including health and medical benefits and insurance and all proper claims made in accordance with such programs, (ii) all casualty, liability, workers' compensation and other insurance premiums, and (iii) all applicable Taxes. (g) Sellers have not and shall not through and including the Closing Date intentionally take any actions to inc...
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ADDITIONAL REPRESENTATIONS AND WARRANTIES OF SELLERS. 4.01. TITLE TO AND VALIDITY OF SECURITIES . . . . . . . . . . . . . . . 13 4.02.
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ADDITIONAL REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller represents and warrants to Buyer, Buyer Cdn and Buyer's Parent as follows:
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ADDITIONAL REPRESENTATIONS AND WARRANTIES OF SELLERS. To induce Telepad to enter into the Transaction Agreements and to consummate the Transactions, each Seller, severally but not jointly, represents and warrants to Telepad that the statements contained in this Article IV are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date.
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ADDITIONAL REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller, severally but not jointly, represents and warrants to, and agrees with, TranSwitch and Merger Sub as follows:
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ADDITIONAL REPRESENTATIONS AND WARRANTIES OF SELLERS. 4.1 CMJ hereby represents and warrants to Buyer that the statement contained in this Section 4.1 is true, correct and complete as of the Signing Date and will be true, correct and complete as of the Closing.
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ADDITIONAL REPRESENTATIONS AND WARRANTIES OF SELLERS. In addition to the representations and warranties under Section 5.1: (a) each Seller hereby represents and warrants to the Buyer that it is the legal and beneficial owner of the number of Sale Shares set out opposite its name in Part A of Exhibit 1, free and clear of any liens and Encumbrances; and (b) the JG Group hereby makes the representations and warranties set out in Schedule 2 in favor of the Buyer.
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Related to ADDITIONAL REPRESENTATIONS AND WARRANTIES OF SELLERS

  • REPRESENTATIONS AND WARRANTIES OF SELLERS Sellers represent and warrant to Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES Each Seller Party hereby jointly and severally represents and warrants to the Purchasers as follows:

  • Additional Representations and Warranties of the Seller The Seller shall be deemed to represent to the Purchaser and to any Depositor, as of the date on which information is first provided to the Purchaser or any Depositor under Subsection 34.03 that, except as disclosed in writing to the Purchaser or such Depositor prior to such date: (i) the Seller is not aware and has not received notice that any default, early amortization or other performance triggering event has occurred as to any other securitization due to any act or failure to act of the Seller; (ii) the Interim Servicer has not been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; (iii) no material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Interim Servicer as servicer has been disclosed or reported by the Seller; (iv) no material changes to the Interim Servicer's policies or procedures with respect to the servicing function it will perform under the Interim Servicing Agreement and any Reconstitution Agreement for mortgage loans of a type similar to the Mortgage Loans have occurred during the three-year period immediately preceding the related Securitization Transaction; (v) there are no aspects of the Interim Servicer's financial condition that could have a material adverse effect on the performance by the Interim Servicer of its servicing obligations under the Interim Servicing Agreement or any Reconstitution Agreement; (vi) there are no material legal or governmental proceedings pending (or known to be contemplated) against the Seller, Interim Servicer, any Subservicer or any Third-Party Originator; and (vii) there are no affiliations, relationships or transactions relating to the Seller, Interim Servicer, any Subservicer or any Third-Party Originator with respect to any Securitization Transaction and any party thereto identified by the related Depositor of a type described in Item 1119 of Regulation AB.

  • Additional Representations and Warranties (A) Each Receivable is being serviced by TMCC as of the Closing Date; (B) as of the Cutoff Date, each Receivable is secured by a new or used car, crossover utility vehicles, light-duty truck or sport utility vehicle; (C) no Receivable was more than 29 days past due as of the Cutoff Date; and (D) as of the Cutoff Date, no Receivable was noted in the records of TMCC or the Servicer as being the subject of a bankruptcy proceeding or insolvency proceeding.

  • Additional Representations and Warranties of the Company (i) The Company shall be deemed to represent to the Purchaser and to any Depositor, as of the date on which information is first provided to the Purchaser or any Depositor under Section 2(c) and as of the Closing Date of each related Securitization Transaction that, except as disclosed in writing to the Purchaser or such Depositor prior to such date: (i) the Company is not aware and has not received notice that any default, early amortization or other performance triggering event has occurred as to any other securitization due to any act or failure to act of the Company; (ii) the Company has not been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; (iii) no material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Company as servicer has been disclosed or reported by the Company; (iv) no material changes to the Company’s policies or procedures with respect to the servicing function it will perform under this Agreement and any Reconstitution Agreement for mortgage loans of a type similar to the Mortgage Loans have occurred during the three-year period immediately preceding the related Securitization Transaction; (v) there are no aspects of the Company’s financial condition that could have a material adverse effect on the performance by the Company of its servicing obligations under this Agreement or any Reconstitution Agreement; (vi) there are no material legal or governmental proceedings pending (or known to be contemplated) against the Company, any Subservicer or any Third-Party Originator; and (vii) there are no affiliations, relationships or transactions relating to the Company, any Subservicer or any Third-Party Originator with respect to any Securitization Transaction and any party thereto identified by the related Depositor of a type described in Item 1119 of Regulation AB. (ii) If so requested by the Purchaser or any Depositor on any date following the date on which information is first provided to the Purchaser or any Depositor under Section 2(c), the Company shall make reasonable best efforts within five Business Days but in no event later than ten Business Days following such request, confirm in writing the accuracy of the representations and warranties set forth in paragraph (i) of this Section or, if any such representation and warranty is not accurate as of the date of such request, provide reasonably adequate disclosure of the pertinent facts, in writing, to the requesting party.

  • Representations and Warranties of Contractor Contractor represents and warrants to Company the following:

  • Representations and Warranties of Servicer The Servicer makes the following representations and warranties on which the Trust shall be deemed to have relied in accepting the Trust Property. The representations and warranties speak as of the execution and delivery of this Agreement and shall survive the sale, transfer, assignment and conveyance of the Trust Property to the Trust pursuant to this Agreement and the pledge of the Trust Property to the Indenture Trustee pursuant to the Indenture.

  • REPRESENTATIONS AND WARRANTIES OF SPAC SPAC hereby represents and warrants to each Company Shareholder and the Company during the Exclusivity Period as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

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