Closing Date Representation Sample Clauses

Closing Date Representation. Buyer represents and warrants that as of the Closing Date and other than any Excluded Alleged Breach, neither Buyer nor any of its officers, directors, employees, agents, Affiliates, financial advisers, investment bankers, accountants, auditors or other advisers, has knowledge of any event or circumstance constituting or causing a failure of any representation or warranty of the Company or any Significant Stockholder contained in this Agreement to be true and correct as of any date or a failure of any covenant made or agreed to by the Company or any Significant Stockholder contained in this Agreement to be performed on or prior to the Closing Date." G. Section 9.1 of the Merger Agreement is hereby amended by adding the following sentence at the end of clause (a): "Notwithstanding anything to the contrary contained herein, no representations and warranties of the Company shall be deemed reaffirmed with respect to any Excluded Alleged Breach". H. Section 9.2 of the Merger Agreement is hereby amended by adding on the third line thereof after the words "Significant Stockholders" the following words, "except, in each case, with respect to any Excluded Alleged Breach." I. Section 9.3(a) of the Merger Agreement is hereby amended by (i) inserting in the first sentence thereof after the words "Section 3.3" the following words: ", it being understood that as provided in Section 3.3, there is no breach or any adjustment with respect to any Excluded Alleged Breach," (ii) inserting in the second sentence thereof after the words "Escrow Agreement)" the following words: "or with respect to any Excluded Alleged Breach," and (iii) replacing the phrase "Indemnified Representative" with the phrase "Indemnification Representative".
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Closing Date Representation. As of the Closing Date, the incurrence of the Loans, the release of the Escrowed Funds (if applicable) and the provision of the Guarantees, in each case under the Loan Documents, and the granting of the security interests in the Collateral to secure the Loan Document Obligations, do not conflict in any material respect with the organizational documents of the Borrower or any Subsidiary Loan Party or any material laws binding on the Borrower or any Subsidiary Loan Party or any of their respective properties.
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Closing Date Representation. (a) On the Closing Date, the Sellers and Clariant Corp. shall deliver to the Purchasers written certificate substantially in the forms attached hereto as Exhibit 11.4 stating that, except as disclosed in the Sellers' Updated Disclosure Schedules attached to such certificate, between the date hereof and the Closing Date no facts and circumstances have occurred (i) which constitute a breach of the Fundamental Representations (Sellers and Clariant Corp.) or, (ii) which constitute a breach of the Business Representations (Sellers, only), provided that to the extent the Closing Date Representations relate to the Sellers' Representations making reference to Sellers' Knowledge, Sellers' Knowledge shall be the actual knowledge of the relevant persons listed for Ashland's Knowledge and Clariant's Knowledge, respectively as of the Closing Date (to the extent they are still in their respective positions) (the statements each a "Closing Date Representation" and jointly the "Closing Date Representations"). (b) If and to the extent the Closing Date Representations contain in the Sellers' Updated Disclosure Schedules a disclosure relating to a breach of the Sellers' Representations having actually occurred between the date hereof and the Closing Date, such a breach shall be treated between the respective Sellers and the respective Purchasers as if it was a breach of the relevant Seller's Representation. Section 11.1 and the introductory paragraphs of Sections 11.2 (regarding Closing Date Representations relating to Fundamental Representation) and 11.3 (regarding Closing Date Representations relating to Business Representation), respectively, shall apply mutatis mutandis to the Closing Date Representations and Section 14 shall apply and shall, subject to the limitations contained or referenced therein, provide, subject to Sections 9.3 and 9.4, the sole remedy in such case and shall limit the respective Purchaser's claim accordingly. (c) The Parties agree, that Sections 11.1 (mutatis mutandis) and the introductory paragraphs of Sections 11.2 (regarding Closing Date Representations relating to Fundamental Representation) and 11.3 (regarding Closing Date Representations relating to Business Representations), respectively, and 14 shall, subject to the limitations contained or referenced therein, apply to the Closing Date Representations and, subject to Sections 9.3 and 9.4, provide the sole remedy if a Closing Date Representation is untrue and/or incorrect and that any claim ...
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Closing Date Representation. On the date of Closing, each of Buyer, Sellers, and Member shall be deemed to have represented and warranted that to such party’s best knowledge, the party does not have knowledge of any facts or circumstances that would serve as the basis for a claim by the party against any other party based upon a breach of any representations and warranties of such other party contained in this Agreement or breach of any covenant or agreement required to be performed at or prior to Closing. Each party shall be deemed to have waived in full any breach of representations, warranties, covenants, and agreements of which such party has any such knowledge at the Closing.
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Related to Closing Date Representation

  • 10b-5 Representation At the time of effectiveness of the Registration Statement (or at the time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Statutory Prospectus and the Prospectus do and will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. The Registration Statement, as of the Effective Date and at the Applicable Time, did not, and the amendments and supplements thereto, as of their respective dates, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as of its date and the Closing Date or the Option Closing Date, as the case may be, did not, and the amendments and supplements thereto, as of their respective dates, will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Statutory Prospectus, as of the Applicable Time (or such subsequent Applicable Time pursuant to Section 2.1.1), did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus or the Statutory Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus or the Statutory Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Statutory Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not and will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.2.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of the Underwriters consists solely of the following: the names of the Underwriters, the information with respect to stabilization transactions contained in the section entitled “Underwriting - Stabilization” and the identity of counsel to the Underwriters contained in the section entitled “Legal Matters” (such information, collectively, the “Underwriters’ Information”).

  • False Representation Contractor understands, acknowledges, and agrees that any false representation or any failure to comply with a representation, warranty, or certification made by Contractor is subject to all civil and criminal consequences provided at law or in equity including, but not limited to, immediate termination of this Contract.

  • Scope of Representation The scope of representation shall be limited to matters relating to wages, hours of employment and other terms and conditions of employment as defined in Government Code Section 3543.

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

  • Investment Representation The Holder hereby represents and covenants that (a) any share of Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

  • Payee Representations For the purpose of Section 3(f) of this Agreement, Party A and Party B make the representations specified below, if any:

  • Grievance Representation (A) An employee who decides to use this grievance procedure shall indicate at Step 1 (or other initial written step as authorized by the provisions of this Article) whether he shall be represented by the Union. If a grievant selects a Union Grievance Representative to represent him in a grievance which has been properly filed in accordance with this Article, the Union Grievance Representative may be allowed a reasonable amount of annual leave to investigate the grievance. Such annual leave shall be subject to prior approval by the Union Grievance Representative’s immediate supervisor; however, approval of such leave will not be withheld if the Union Grievance Representative can be allowed such time off without interfering with, or unduly hampering the operations of the unit to which the Union Grievance Representative is regularly assigned. When a grievant has elected Union representation, both the grievant and the Union Grievance Representative shall be notified of a Step 1 meeting. Written communication concerning the grievance or its resolution shall be sent to the grievant and the Union Grievance Representative, and the decision agreed to by the state and the Union shall be binding on the grievant. (B) If the employee is not represented by the Union, an adjustment of the grievance shall be consistent with the terms of this collective bargaining Agreement. The Union shall be given reasonable opportunity to be present at a meeting called for the resolution of such grievance. A grievant using this procedure in the processing of a grievance will be bound by the procedure established by the parties to the Agreement. (C) The Executive Director of the Union shall furnish to the state a list of Union Representatives and the state will not recognize a person as a Union Representative whose name does not appear on the list. (D) If a grievance meeting, mediation, or arbitration hearing is held or requires reasonable travel time during the work hours of grievant, a representative of the grievant, or any required witnesses, such hours shall be deemed time worked. Attendance at grievance meetings, mediation, or arbitration hearings outside of a participant’s regular work hours shall not be deemed time worked. The state will not pay the expenses of participants attending such meetings on behalf of the Union.

  • Purchaser’s Representations The Purchaser's representations contained in this Agreement will be true.

  • ERISA Representation (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans in connection with the Loans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans and the Agreement, (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans and the Agreement, (C) the entrance into, participation in, administration of and performance of the Loans and the Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans and the Agreement, or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, that none of the Administrative Agent, any Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in the Loans and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

  • Accuracy of the Purchaser’s Representations and Warranties The representations and warranties of each Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects as of such date.

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