Basis of Representations Sample Clauses

Basis of Representations. 33 4.2 Representations and Warranties of Parent and SRCL...............33 4.3 Nature and Survival of Representations and Warranties...........34
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Basis of Representations. (a) Except as set forth in the Disclosure Schedules, each of the Vendors hereby represents and warrants to the Purchaser on a several (and not joint and several basis) that each of the statements contained in Section 3.2 is true and correct as at the time of execution and delivery of this Agreement by the Vendors, except for any such statement which expressly speaks as at some other time. (b) Except as set forth in the Disclosure Schedules, each of the Vendors hereby represents and warrants to the Purchaser on a joint and several basis that each of the statements contained in Section 3.3 is true and correct as at the time of execution and delivery of this Agreement by the Vendors, except for any such statement which expressly speaks as at some other time. (c) Any such statement which expressly speaks as at a time other than the time of execution and delivery of this Agreement by any or all of the Vendors was or will be true and correct as at the time at which such statement speaks. (d) Each of such statements will be true and correct at the Closing Time. (e) Each of the Vendors acknowledges that the Purchaser is relying on such representations and warranties in connection with the purchase of the Purchased Shares and the completion of the other transactions contemplated hereunder.
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Basis of Representations. (a) Parent and SRCL each represent and warrant to the Vendors that each of the statements contained in Section 4.2 is true and correct as at the time of execution and delivery of this Agreement by the Purchaser, except for any such statement which expressly speaks as at some other time. (b) Any such statement which expressly speaks as at a time other than the time of execution and delivery of this Agreement by Parent and SRCL was or will be true and correct as at the time at which such statement speaks. (c) Each of such statements will be true and correct at the Closing Time and Parent and SRCL acknowledge that the Vendors are relying on such representations and warranties in connection with the sale of the Purchased Shares and the completion of the other transactions hereunder.
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Basis of Representations. 41 4.2 Representations and Warranties of Purchaser............................42 4.3 Representations and Warranties of Parent...............................43 4.4
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Basis of Representations. (a) Each Individual Vendor, as to himself and such of the Purchased Shares owned by him (and not as to any other Vendor or the Purchased Shares owned by any other Vendor) hereby represents and warrants to the Purchaser and the Parent that each of the statements contained in Subsections 3.2(a) through (1), inclusive, is true and correct as at the time of execution and delivery of this Agreement by such Individual Vendor, except for any such statement which expressly speaks as at some other time; (b) each of the Principal Shareholders hereby jointly and severally represents and warrants to the Purchaser and the Parent that each of the statements contained in Subsections 3.2(m) and (n) is true and correct as at the time of execution and delivery of this Agreement by the Principal Shareholders, except for any such statement which expressly speaks as at some other time. (c) PRL hereby represents and warrants to the Purchaser and the Parent that each of the statements contained in Section 3.3 with respect to PRL is true and correct as at the time of execution and delivery of this Agreement by PRL, except for any such statement which expressly speaks as at some other time; (d) each of the Trusts and the Trustees in their capacities as Trustees and not in any personal capacity, for and on behalf of their respective Trust only, and not the other Trusts, hereby represents and warrants to the Purchaser and the Parent that each of the statements contained in Section 3.4 with respect to the Trust of which they are Trustee is true and correct as at the time of execution and delivery of this Agreement by the Trustees, except for any such statement which expressly speaks as at some other time; (e) each of the Principal Shareholders and the Corporation hereby jointly and severally represents and warrants to the Purchaser and the Parent that each of the statements contained in Section 3.5 is true and correct as at the time of execution and delivery of this Agreement by the Principal Shareholders and the Corporation, except for any such statement which expressly speaks as at some other time; (f) any such statement which expressly speaks as at a time other than the time of execution and delivery of this Agreement by any or all of the Vendors, the Trustees and the Corporation was or will be true and correct as at the time at which such statement speaks, except to the extent affected by the transactions contemplated hereby; and (g) each of such statements will be true and corre...
Sample 1
Basis of Representations. (a) The Purchaser and the Parent jointly and severally represent and warrant to the Vendors that each of the statements contained in Section 4.2 is true and correct as at the time of execution and delivery of this Agreement by the Purchaser, except for any such statement which expressly speaks as at some other time; (b) the Parent represents and warrants to the Vendors that each of the statements contained in Section 4.3 is true and correct as at the time of execution and delivery of this Agreement by the Parent, except for any such statement which expressly speaks as at some other time;
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Related to Basis of Representations

  • Rights of Representation A grievant may be represented at all stages of the grievance by an Association representative(s).

  • Confirmation of Representations Borrower shall deliver, in connection with any Securitization, (a) one or more Officer’s Certificates certifying as to the accuracy of all representations made by Borrower in the Loan Documents as of the date of the closing of such Securitization in all relevant jurisdictions, and (b) certificates of the relevant Governmental Authorities in all relevant jurisdictions indicating the good standing and qualification of Mortgage Borrower, Senior Mezzanine Borrower, Borrower and Holdings as of the date of the Securitization.

  • Accuracy of Representations All of Buyer's representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

  • Repetition of Representations Delivery of an Accession Letter constitutes confirmation by the relevant Subsidiary that the Repeating Representations are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.

  • Termination of Representations and Warranties The representations and warranties of the parties set forth in this Agreement shall terminate at the Effective Time.

  • Reaffirmation of Representations The Borrower hereby repeats and reaffirms all representations and warranties made by the Borrower to the Administrative Agent and the Lenders in the Credit Agreement as amended by this Amendment and the other Credit Documents on and as of the date hereof with the same force and effect as if such representations and warranties were set forth in this Amendment in full.

  • Disclaimer of Representations and Warranties THE PARTIES UNDERSTAND AND AGREE THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, IN THE TRANSACTION AGREEMENT, OR IN ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT CONTEMPLATED HEREBY OR THEREBY, NO PARTY TO THIS AGREEMENT, THE TRANSACTION AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, THE TRANSACTION AGREEMENT, ANY ANCILLARY AGREEMENT OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO THE ASSETS, BUSINESSES OR LIABILITIES TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS, APPROVALS OR NOTIFICATIONS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SET-OFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY ASSIGNMENT, DOCUMENT OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN, IN THE TRANSACTION AGREEMENT OR IN ANY ANCILLARY AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “AS IS, WHERE IS” BASIS AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE WILL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (II) ANY NECESSARY APPROVALS OR NOTIFICATIONS ARE NOT OBTAINED OR MADE OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

  • Making of Representations and Warranties (a) On or prior to the date hereof, Company has delivered to Buyer a schedule (the “Company Disclosure Schedule”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Article III or to one or more of its covenants contained in Article V; provided, however, that the mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Company Disclosure Schedule, such item is or would be reasonably likely to result in a Material Adverse Effect with respect to Company. (b) Except as set forth in the Company Disclosure Schedule, Company and Company Bank hereby represent and warrant, jointly and severally, to Buyer that the statements contained in this Article III are correct as of the date of this Agreement and will be correct as of the Closing Date (as though made on and as of the Closing Date), except as to any representation or warranty which specifically speaks as of an earlier date (including without limitation representations made as of “the date hereof”), which only need be correct as of such earlier date. No representation or warranty of Company contained in this Article III shall be deemed untrue or incorrect, and Company shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article III, has had or would reasonably be expected to have a Material Adverse Effect with respect to Company, disregarding for the purposes of this Section 3.01(b) any materiality or Material Adverse Effect qualification contained in any representation or warranty; provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 3.02, 3.03, 3.04(a), 3.04(b), 3.05(a), 3.06, 3.08, 3.10, 3.15, 3.16(f), 3.16(g) and 3.16(h) which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects.

  • Truth of Representations and Warranties The representations and warranties made by the Purchaser in this Agreement or given on its behalf hereunder shall be substantially accurate in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date.

  • Correctness of Representations The Company represents that the foregoing representations and warranties are true and correct as of the date hereof in all material respects, and, unless the Company otherwise notifies the Subscribers prior to the Closing Date, shall be true and correct in all material respects as of the Closing Date.

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