BUYER'S REPRESENTATIONS AND WARRANTIES TRUE Sample Clauses

BUYER'S REPRESENTATIONS AND WARRANTIES TRUE. All representations and warranties of Buyer contained in this Agreement will be true and correct in all material respects (except that all representations and warranties qualified as to materiality will be true in all respects) as of the Closing, except for those which, in the aggregate, will not have a material adverse effect on this Agreement or the consummation of the transactions contemplated hereby.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
BUYER'S REPRESENTATIONS AND WARRANTIES TRUE. The representations and warranties of Buyer contained herein on the date hereof shall have been correct in all material respects, and shall be correct in all material respects on and as of the Closing with the same force and effect as though made at and as of such time, except for the representations and warranties specifically relating to a time or times other than the Closing, or as may be affected by transactions contemplated hereby.
Sample 1Sample 2
BUYER'S REPRESENTATIONS AND WARRANTIES TRUE. The representations and warranties of Buyer contained in Article II shall be true and correct in all material respects as of the Closing Date, with the same effect as though such representations and warranties had been made or given again at and as of the Closing Date.
Sample 1
BUYER'S REPRESENTATIONS AND WARRANTIES TRUE. Each of the representations and warranties of the Buyer contained in this Agreement which is qualified as to materiality shall be true and correct and each such representation and warranty that is not so qualified shall be true and correct in all material respects in each case as of the date hereof and on and as of the Closing Date as if made on and as of such time (except for representations and warranties expressly stated herein to be applicable solely as to a specified date which were true and correct as of such date).
Sample 1
BUYER'S REPRESENTATIONS AND WARRANTIES TRUE. The representations ------------------------------------------- and warranties of Buyer contained in this Agreement or in any other document delivered by Buyer pursuant hereto shall have been true and correct in all material respects as of the date of this Agreement or when otherwise given and shall be true and correct in all material respects on the Closing Date with the same effect as if made on the Closing Date, and, at the Closing, Buyer shall have delivered to Seller certificates to such effect signed by the President and Secretary of Buyer.
Sample 1
BUYER'S REPRESENTATIONS AND WARRANTIES TRUE. All representations and warranties of Buyer contained in this Agreement will be true and correct as of the Closing, except for those which, individually or in the aggregate, will not have a material adverse effect on this Agreement or the consummation of the transactions contemplated hereby. ARTICLE VIII
Sample 1
BUYER'S REPRESENTATIONS AND WARRANTIES TRUE. All representations and warranties of Buyer contained in this Agreement will be true and correct in all material respects as of the Closing with the same force and effect as if made on and as of such date, except (x) for representations and warranties, qualified by materiality or by the term "Material" (in which case such representations and warranties shall be true and correct in all respects) and (y) to the extent such representations and warranties expressly speak as of an earlier date (in which case such representations and warranties shall be true and correct in all respects, or in all material respects, as the case may be, as of such earlier date).
Sample 1
AutoNDA by SimpleDocs

Related to BUYER'S REPRESENTATIONS AND WARRANTIES TRUE

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

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

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

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

  • 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:

  • 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.

  • Licensor’s Representations and Warranties Licensor hereby represents and warrants to Licensee that: It is a company duly organized under the laws of the state of its organization and has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder; The execution and delivery of this Agreement by Licensor has been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Licensor, enforceable against such party in accordance with the terms and conditions set forth in this Agreement, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable or comparable principles; and The performing and mechanical reproduction rights to any musical works contained in each of the Included Programs, are either (i) controlled by ASCAP, BMI, SESAC or similar musical rights organizations, collecting societies or governmental entities having jurisdiction in the Territory, (ii) controlled by Licensor to the extent required for the licensing of the exhibition and/or manufacturing of copies of the Included Programs in accordance herewith or (iii) in the public domain. Licensor does not represent or warrant that Licensee may exercise the performing rights and/or mechanical reproduction rights in the music without obtaining a valid performance and/or mechanical reproduction license and without payment of a performing rights royalty, mechanical royalty or license fee, and if a performing rights royalty, mechanical royalty or license fee is required to be paid in connection with the exhibition or manufacturing copies of an Included Program, Licensee shall be responsible for the payment thereof and shall hold Licensor free and harmless therefrom. Licensor shall furnish Licensee with all necessary information regarding the title, composer, publisher, recording artist and master owner of such music.

  • 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!