ASSUMPTIONS, QUALIFICATIONS AND CONDITIONS TO REPRESENTATIONS Sample Clauses

ASSUMPTIONS, QUALIFICATIONS AND CONDITIONS TO REPRESENTATIONS. The foregoing representations and warranties are completely qualified and limited as follows, in addition to other qualifications and limitations in this Agreement: (A) Seller and Purchaser acknowledge that management of each Partnership is vested in the other general partner in the Partnership and not the Companies or Subsidiary and, consequently, there may exist liabilities, litigation, agreements, indebtedness, compensation arrangements, etc. incurred or entered into by that Partnership but without the knowledge of the Company or Subsidiary that is a partner therein; therefore all representations made "to Seller's knowledge" with respect to the Partnerships only mean that Seller, without inquiry, has no actual knowledge that such statements are not true; and therefore also all representations made with respect to the Companies and Subsidiary are made with respect to such entities in their individual capacities and not in their capacities as partners in any Partnership (for example, litigation of a material nature pending against a Partnership shall not be imputed to a Company or Subsidiary as litigation against that Company or Subsidiary on the ground that, as a general partner, the Company or Subsidiary may be generally liable like the Partnership with respect to such matter); (B) In the 1997 Purchase Agreement, Purchaser (then seller of the Voting Shares) made certain representations and warranties to Seller (then purchaser of the Voting Shares) regarding the Companies, the Partnerships and other matters (such representations and warranties are called the "Purchaser's Prior Representations"); notwithstanding that the 1997 Purchase Agreement provides that the Purchaser's Prior Representations survived for a period of one year following the date of the 1997 Purchase Agreement, all of the representations and warranties made in this Agreement by Seller are made in reliance upon the accuracy and completeness of Purchaser's Prior Representations; and (C) Purchaser acknowledges access to the Vornado SEC Documents and all representations made herein by Seller are qualified by reference to information disclosed in the Vornado SEC Documents concerning the Partnerships and the Operating Companies; and the disclosures made herein by Seller shall be deemed modified to the extent that information in the Vornado SEC Documents is different from or more complete than the disclosures made herein, but no representation is made by Seller regarding the accuracy or complet...
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Related to ASSUMPTIONS, QUALIFICATIONS AND CONDITIONS TO REPRESENTATIONS

  • Limitations on Representations and Warranties Except for the representations and warranties specifically set forth in this Agreement, neither Purchaser nor any of its agents, Affiliates or representatives, nor any other Person, makes or shall be deemed to make any representation or warranty to Seller, express or implied, at law or in equity, with respect to the transactions contemplated hereby, and Purchaser hereby disclaims any such representation or warranty whether by Purchaser or any of its officers, directors, employees, agents or representatives or any other Person.

  • Representations True Borrower represents and warrants to Silicon that all representations and warranties set forth in the Loan Agreement, as amended hereby, are true and correct.

  • Representations and Warranties Generally The representations and warranties of the Purchaser set forth in this Agreement are true and correct as of the date hereof and will be true and correct as of the Closing Date and as otherwise specifically provided herein. Any certificate signed by a duly authorized representative of the Purchaser and delivered to the Company or to counsel for the Company shall be deemed to be a representation and warranty by the Purchaser to the Company as to the matters set forth therein.

  • Representations and Covenants In accordance with IRS Notice 2001-82 and IRS Notice 88-129, Developer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the New York State Transmission System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Connecting Transmission Owner for the Connecting Transmission Owner’s Attachment Facilities will be capitalized by Developer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and

  • Limitation of Representations and Warranties EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE V, NO PURCHASER PARTY NOR ANY PURCHASER DESIGNEE IS MAKING ANY OTHER REPRESENTATION OR WARRANTY, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING ANY MATTER WHATSOEVER, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. THE SELLER PARTIES EXPRESSLY ACKNOWLEDGE THAT NEITHER THE PURCHASER PARTIES NOR ANY PURCHASER DESIGNEE HAS MADE, AND THE SELLER PARTIES HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND THE SELLER PARTIES HEREBY EXPRESSLY WAIVE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND THE SELLER PARTIES HEREBY EXPRESSLY WAIVE AND RELINQUISH ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST, ANY PURCHASER PARTY OR ANY PURCHASER DESIGNEE AND THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES (INCLUDING EMPLOYEES) IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO ANY OF THE SELLER PARTIES OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES BY OR ON BEHALF OF ANY PURCHASER PARTY.

  • Representations and Warranties of the Administrator The Administrator represents and warrants to the Issuer and the Indenture Trustee as follows:

  • Representations and Warranties; Conditions Precedent (a) The Depositor hereby confirms that each of the conditions precedent and the representations and warranties set forth in Section 2.08 of the Pooling and Servicing Agreement are satisfied as of the date hereof. (b) All terms and conditions of the Pooling and Servicing Agreement are hereby ratified and confirmed; provided, however, that in the event of any conflict, the provisions of this Instrument shall control over the conflicting provisions of the Pooling and Servicing Agreement.

  • Representations and Warranties; No Default Each Company hereby represents and warrants that: 3.1. The execution, delivery and performance by such Company of this Amendment (a) are within such Company’s corporate or similar powers and, at the time of execution hereof and have been duly authorized by all necessary corporate and similar action; (b) does not and will not result, in any breach or default under any other document, instrument or agreement to which a Company or any of its Subsidiaries is a party or to which a Company or any of its Subsidiaries, the Premises, the Collateral or any of the property of a Company or any of its Subsidiaries is subject or bound, except for such breaches or defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Material Adverse Effect and (c) will not violate any applicable law, statute, regulation, rule, ordinance, code, rule or order. 3.2. This Amendment has been duly executed and delivered for the benefit of or on behalf of each Company and constitutes a legal, valid and binding obligation of each Company, enforceable against such Company in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws now or hereafter in effect relating to creditors rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3.3. Both before and after giving effect to this Amendment on the date hereof (a) the representations and warranties of the Companies contained in Section 4.1 of the Note Purchase Agreement and the other Transaction Documents are true, correct and complete on and as of the date hereof as if made on such date (and to the extent any representations and warranties shall relate to the Effective Date or another earlier date, such representation and warranties shall be deemed to be amended to relate to the date hereof), and (b) no Default or Event of Default has occurred and is continuing.

  • Reliance on Representations and Warranties Subscriber understands the Units are being offered and sold to Subscriber in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Subscriber set forth in this Agreement in order to determine the applicability of such provisions.

  • Continuing Representations and Warranties The Borrowers jointly and severally represent and warrant to each Creditor that:

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