CERTIFICATION OF CERTAIN REPRESENTATIONS AND WARRANTIES Sample Clauses

CERTIFICATION OF CERTAIN REPRESENTATIONS AND WARRANTIES. Sellers shall use their commercially reasonable efforts to make a certification to Buyer in writing as to the accuracy of the representations and warranties contained in Section 2.26 and Section 2.27 (the "CERTIFICATION") on or before the Schedule Completion Date. Sellers shall be deemed to have made such representations and warranties effective as of the date the Certification is delivered to Buyer (the "CERTIFICATION DATE"). In the event Sellers have not made the Certification as of the Schedule Completion Date or the Certification, as delivered, is not satisfactory to Buyer, in its sole discretion, Buyer's sole remedy shall be the right to terminate this Agreement pursuant to Section 9.1.6 hereof by delivering written notice to Sellers within five (5) days following the Schedule Completion Date. In the event Buyer does not deliver such notice, Buyer shall be deemed to have accepted the representations and warranties contained in Section 2.26 and Section 2.27 as certified by Sellers in the Certification.
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Related to CERTIFICATION OF CERTAIN REPRESENTATIONS AND WARRANTIES

  • Certain Representations and Warranties of DST DST represents and warrants to the Fund that:

  • Certain Representations and Warranties Each of the parties hereto represents and warrants to the other that, as of the date hereof; this Agreement has been duly and validly authorized by all necessary action (corporate, limited liability company or otherwise) on the part of such party, has been duly executed and delivered by such party and constitutes the valid and legally binding obligation of such party, enforceable against such party in accordance with its terms and conditions.

  • Certain Representations and Warranties of Fund Fund represents and warrants to Service Company that:

  • Certain Representations and Warranties of the Sub-Adviser (a) The Sub-Adviser represents and warrants that it is a duly registered investment adviser under the Advisers Act, is a duly registered investment adviser in any and all states of the United States in which the Sub-Adviser is required to be so registered and has obtained all necessary licenses and approvals in order to perform the services provided in this Agreement. The Sub-Adviser covenants to maintain all necessary registrations, licenses and approvals in effect during the term of this Agreement.

  • 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.

  • 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 and Warranties by Company Company hereby represents and warrants to Holder that the statements in the following paragraphs of this Section 4(b) are true and correct as of the date hereof.

  • Representations and Warranties by You You represent and warrant that:

  • Representations and Warranties by the Holder The Holder represents and warrants to the Company as follows:

  • Representations and Warranties by the Trust The Trust represents and warrants that:

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