BUYER'S REPRESENTATIONS AND COVENANTS Sample Clauses

BUYER'S REPRESENTATIONS AND COVENANTS. Buyer represents, warrants and covenants to Seller as follows:
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BUYER'S REPRESENTATIONS AND COVENANTS. All representations and warranties made by Buyer in this Agreement or any certificate or other writing delivered by Buyer or any of its Affiliates pursuant hereto or in connection herewith shall survive the Closing until the 540th day after the Closing Date, except that Company or Seller claims pending on such date shall continue until resolved. The covenants and other agreements made by Buyer in this Agreement or any certificate or other writing delivered by the Buyer pursuant hereto or in connection herewith shall survive the Closing and any investigation at any time made by or on behalf of the Company or Seller until the expiration of the applicable statute of limitations. ARTICLE 8.
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BUYER'S REPRESENTATIONS AND COVENANTS. Buyer represents and warrants to Seller that as the date hereof:
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BUYER'S REPRESENTATIONS AND COVENANTS. All representations and warranties made by Buyer in this Agreement or any certificate or other writing delivered by Buyer or any of its Affiliates pursuant hereto or in connection herewith shall terminate at 11:59 p.m. on the 183rd day after the first Closing Date Anniversary, except that any Seller’s Indemnification Claims pending on such date shall continue until resolved. The covenants and other agreements made by Buyer in this Agreement or any certificate or other writing delivered by Buyer pursuant hereto or in connection herewith shall survive the Closing and any investigation at any time made by or on behalf of the Company or Sellers prior to the Closing until the expiration of the applicable statute of limitations.
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BUYER'S REPRESENTATIONS AND COVENANTS. Buyer represents to Seller and covenants that:
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BUYER'S REPRESENTATIONS AND COVENANTS. (a) Buyer makes the following representations and warranties in favor of Seller (whenever any representation or warranty is to the best of Buyer's actual knowledge, it refers to only the current actual knowledge of Xxxxxx X. Xxxxx, Xxxxxxxxx Xxxxxx and Xxxxxx Xxxxxx, without any independent investigation or inquiry and the knowledge of other people employed by or connected with Buyer cannot be the basis of a breach of any representation or warranty): (i) Buyer has full power and authority to execute, deliver and carry out the terms of this Agreement, and Buyer has taken all necessary action required by law to authorize the execution, delivery and performance of this Agreement. (ii) This Agreement has been duly executed and delivered by Buyer, and, upon the execution and delivery by Seller, will constitute the legal, valid and binding obligations of Buyer in accordance with its terms. (iii) To the best of Buyer's actual knowledge, there is no suit, action, arbitration, legal, administrative or other proceeding or inquiry, pending or threatened against or relating to Buyer which could affect Buyer's ability to perform its obligations under this Agreement. (iv) Neither the execution of this Agreement nor Buyer's performance under this Agreement shall constitute a breach or default under any agreement to which Buyer is bound. (b) Provided that Buyer obtains title to the MWD Wetlands Property as shown on Exhibit A hereto, Buyer agrees to use its best efforts to include restoration of the "Bolsa Chica Lowlands Pocket" (as generally shown on the Site Plan) in the first phase of the restoration project consistent with the County of Orange's Wetland Restoration Plan or other wetland restoration plan approved by Seller, subject to compliance with NEPA/CEQA procedural requirements. To the extent funds are available for use from the Mesa Conservation Fund, the Buyer shall use its best efforts to first use such funds for the restoration of said "pocket." The covenants contained in this Section 9(b) shall survive the Closing. (c) Buyer hereby agrees prior to the earlier of February 14, 1997 or the Closing, to take no action the purpose of which is to cause the Certified 7/11/96 LCP to lapse or be modified to the detriment of Seller in the event there is no Closing under this Agreement. (d) Buyer hereby agrees that promptly after the Closing Date, Buyer will file with the Orange County Assessor a notice of exemption from taxation and a request for cancellation of taxes w...
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BUYER'S REPRESENTATIONS AND COVENANTS. The representations, warranties, covenants and performance obligations of Buyer in this Agreement and the other documents executed at Closing, and all covenants, assumptions, and indemnities set forth in this Article XV shall survive the Closing indefinitely.
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BUYER'S REPRESENTATIONS AND COVENANTS. Buyer hereby represents and covenants to Seller, as of the Effective Date, that:
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BUYER'S REPRESENTATIONS AND COVENANTS. Buyer represents, warrants and covenants to Seller the following, as of the Effective Date and as of the Closing Date:
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Related to BUYER'S REPRESENTATIONS AND COVENANTS

  • Buyer’s Representations, Warranties and Covenants Buyer represents, warrants and covenants:

  • Seller’s Representations, Warranties and Covenants Seller hereby represents, warrants and covenants to Buyer as follows:

  • Purchaser’s Representations, Warranties and Covenants In order to induce the Issuer to sell and issue the Securities to the Purchaser under one or more exemptions from registration under the Securities Act, the Purchasers, severally and not jointly, represent and warrant to the Issuer, and covenant with the Issuer, that:

  • Investment Representations and Covenants (a) Purchaser is acquiring the Warrants for his, her or its own account, for investment only and not with a view towards, or for resale in connection with, any public sale or distribution thereof. Unless a registration statement is effective at the time of exercise of the Warrants, the Purchaser covenants to acquire the Warrant Shares for his, her or its own account, for investment only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

  • Pledgor's Representations and Covenants To induce Pledgee to enter into this Security Agreement, Pledgor represents and covenants to Pledgee, its successors and assigns, as follows:

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

  • Survival of Covenants, Representations and Warranties All covenants, agreements, representations and warranties made herein or in any documents or other papers delivered by or on behalf of the Borrowers, or any of them, pursuant hereto shall be deemed to have been relied upon by the Lenders, regardless of any investigation made by or on behalf of the Lenders and shall survive the execution and delivery of this Master Agreement and the making by the Lenders of the Loans as herein contemplated and shall continue in full force and effect so long as any Loan, Obligation or any other amount due under this Agreement remains outstanding and unpaid or unsatisfied.

  • Buyer’s Representations Buyer represents and warrants to, and covenants with, Seller as follows:

  • INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS The Investor represents and warrants to the Company, and covenants, that:

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