Closing Representations and Warranties Sample Clauses

Closing Representations and Warranties. Borrower represents and warrants to Lender as of the date of this Agreement:
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Closing Representations and Warranties. Borrower represents and warrants to Bank as of the date of this Agreement:
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Closing Representations and Warranties. Guarantor represents and warrants to Bank as of the date of this Agreement: 4.1.1 CORPORATE, LIMITED LIABILITY COMPANY, OR PARTNERSHIP EXISTENCE AND AUTHORIZATION. If Guarantor is a corporation, a limited liability company, or a partnership, Guarantor is validly existing, and in the case of a corporation or a limited liability company is in good standing, under the laws of the jurisdiction of its formation or organization and has the requisite power and authority to execute, deliver, and perform the Guarantor Loan Documents. The execution, delivery, and performance by Guarantor of the Guarantor Loan Documents have been duly authorized by all requisite action by or on behalf of Guarantor and will not conflict with, or result in a violation of or a default under, the certificate of incorporation and bylaws, the limited liability company operating agreement, or the partnership agreement of Guarantor, as the case may be. If Guarantor is not formed or organized under the law of the State of Arizona, Guarantor is qualified to do business as a foreign corporation, limited liability company, or partnership, as the case may be, and in the case of a corporation or limited liability company is in good standing, under the law of the State of Arizona.
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Closing Representations and Warranties. CML, CML Fiberoptics and Electro shall use all reasonable efforts to ensure that the representations and warranties of CML, CML Fiberoptics and Electro set forth in this Agreement shall also be true and correct on and as of the Closing Date as if made on and as of such date, except for representations and warranties which speak as to a particular date, which representations and warranties shall remain true and correct in all material respects as of such date.
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Closing Representations and Warranties. Schoxx xxxll use all reasonable efforts to ensure that the representations and warranties of Schoxx xxx forth in this Agreement shall also be true and correct on and as of the Closing Date as if made on and as of such date, except for representations and warranties which speak as to a particular date, which representations and warranties shall remain true and correct in all material respects as of such date.
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Closing Representations and Warranties. VidaMed and Medtronic, jointly and severally, represent and warrant to Urologix that the following representations and warranties shall be true and correct as of the Acquisition Closing (the “Closing Representations and Warranties”): (a) Each of Medtronic and VidaMed is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota and the State of Delaware, respectively, and has all requisite corporate power and authority to perform all of its obligations hereunder, including without limitation, the requisite corporate power and authority to transfer the Transferred Prostiva Assets without requiring the consent or approval of any other person; (b) Medtronic owns the VidaMed Securities, free and clear of all liens and encumbrances (other than any liens or encumbrances granted or created by Urologix after the Effective Date), and the VidaMed Common Stock constitutes the only VidaMed Securities issued and outstanding as of the Acquisition Closing; (c) Medtronic and VidaMed are the owners of the Transferred Prostiva Assets (other than the VidaMed Securities) and the Other Medtronic Business Intellectual Property listed in Section 4 of Exhibit G of the License Agreement in the Field of Use, free and clear of liens and third party rights except as set forth on Exhibit A of the License Agreement, and the owners of the Medtronic Business Intellectual Property listed in Section 5 of Exhibit G of the License Agreement in the Field of Use, free and clear of liens and third party rights granted or created by Medtronic (in each case other than any liens or third party rights granted or created by Urologix after the Effective Date); (d) The performance of Medtronic’s and VidaMed’s obligations under this Agreement do not conflict with, cause a default under, or violate any existing contractual obligation that may be owed by Medtronic or VidaMed to any third party named in Exhibit A or Exhibit D to the License Agreement, or any other contractual obligation to a third party that would materially adversely impact Urologix’s operation of the Prostiva Business as it was conducted by Medtronic as of the Effective Date (other than a contractual obligation to a third party created by Urologix after the Effective Date); (e) VidaMed has no liabilities, absolute or contingent, accrued or unaccrued, known or unknown, liquidated or unliquidated, whether due or to become due and regardless of when asserted, except for (i) those obligation...
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Closing Representations and Warranties. The representations and warranties herein by Xxx will be true and correct in all material respects in and as of the Closing Date and Effective Date hereof with the same force and effect as though said representations and warranties had been made on and as of the Closing Date and Effective Date.
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Closing Representations and Warranties 
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Related to Closing Representations and Warranties

  • Ongoing Representations and Warranties If, at any time during the term of this Agreement, it discovers any fact or omission, or any event or change of circumstances has occurred, which would make any of its representations and warranties in this Agreement inaccurate or incomplete in any material respect, the Sub-Adviser will provide prompt written notification to the Adviser of such fact, omission, event, or change of circumstance, and the facts related thereto. The Sub-Adviser agrees that it will provide prompt notice to the Adviser in the event that: (i) the Sub-Adviser makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, or is otherwise adjudged bankrupt or insolvent by a court of competent jurisdiction; or (ii) a material event occurs that could reasonably be expected to adversely impact the Sub-Adviser’s ability to perform this Agreement.

  • Seller Representations and Warranties The Seller represents and warrants to the Purchaser, as of the Closing Date (or if otherwise specified below, as of the date so specified):

  • 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:

  • Continuing Representations and Warranties The Borrowers jointly and severally represent and warrant to each Creditor that:

  • Company Representations and Warranties The Company represents and warrants to and agrees with each Subscriber that:

  • DEBTOR'S REPRESENTATIONS AND WARRANTIES Debtor represents and warrants to Secured Party:

  • Investment Representations and Warranties Each Transferor Partner for itself, severally and not jointly, represents, warrants, acknowledges and agrees as follows: (a) Such Transferor Partner is acquiring the BRI Partnership Units for investment only to be received by it for its own account and not with any view to the sale or distribution of the same or any part thereof in violation of the Securities Act of 1933, as amended (the "Act") and it will not sell or otherwise dispose of such BRI Partnership Units except in compliance with the registration requirements or exemption provisions of any applicable securities laws and in accordance with the terms of the BRI Partnership Agreement and the Registration Rights Agreement. (b) Such Transferor Partner understands that the BRI Partnership Units to be issued to each Transferor Partner will not be registered under the Act, or the securities laws of any state ("Blue Sky Laws") by reason of a specific exemption or exemptions from registration under the Act and applicable Blue Sky Laws and that BRI's and the BRI Partnership's reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of such Transferor Partner. (c) Such Transferor Partner acknowledges and agrees that, for the reasons set forth in Sections 5.35(a) and (b) above, the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may not be offered, sold, transferred, pledged, or otherwise disposed of by such Transferor Partner except (i) pursuant to an effective registration statement under the Act and any applicable Blue Sky Laws, (ii) pursuant to a no-action letter issued by the Securities and Exchange Commission to the effect that a proposed transfer of the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may be made without registration under the Act, together with either registration or an exemption under applicable Blue Sky Laws, or (iii) upon the BRI Partnership or BRI, as the case may be, receiving an opinion of counsel knowledgeable in securities law matters (and which opinion and counsel shall be reasonably acceptable to both the BRI Partnership and BRI) to the effect that the proposed transfer is exempt from the registration requirements of the Act and any applicable Blue Sky Laws, and that, accordingly, such Transferor Partner must bear the economic risk of an investment in the BRI Partnership Units (and the shares of common stock issued upon exchange of the BRI Partnership Units) for an indefinite period of time. Such Transferor Partner acknowledges, represents and agrees that (i) its economic circumstances are such that it is able to bear all risks of the investment in the BRI Partnership and BRI for an indefinite period of time, including the risk of a complete loss of its investment in the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units), (ii) it has knowledge and experience in financial and business matters sufficient to evaluate the risks of investment in the BRI Partnership Units and BRI, and (iii) it has consulted with its own separate counsel and tax advisor, to the extent deemed necessary by it, as to all legal and taxation matters covered by this Agreement and has not relied upon the BRI Partnership or the Transferor Agent, its affiliates or its other legal counsel and advisors for any explanation of the application of the various United States or state securities laws or tax laws with regard to its acquisition of the BRI Partnership Units. Such Transferor Partner further acknowledges and represents that it has made its own independent investigation of the BRI Partnership and the business conducted or proposed to be conducted by the BRI Partnership. (d) Such Transferor Partner is an "accredited investor" within the meaning of Rule 501(a) promulgated under the Act. (e) Such Transferor Partner understands that an investment in the BRI Partnership and BRI involves substantial risks. Such Transferor Partner acknowledges that it has (i) been given full and complete access to the BRI Partnership and its management in connection with this Agreement and the transactions contemplated hereby, (ii) received and read the BRI Partnership Agreement, as amended to date, and has had the opportunity to review all documents and information relevant to its decision to enter into this Agreement and to invest in the BRI Partnership and BRI, including, without limitation, the Private Placement Memorandum of BRI, dated as of August 25, 1997 (the "PPM") and (iii) had the opportunity to ask questions of the BRI Partnership and BRI and its management concerning its investment in the BRI Partnership and the transactions contemplated hereby, which questions were answered to its satisfaction. (f) Such Transferor Partner acknowledges and agrees that: (i) the BRI Partnership Units to be acquired by it hereunder will not be registered under the Act in reliance upon the exemption afforded by Section 4

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

  • Purchaser Representations and Warranties The Purchaser hereby represents and warrants to the Sellers as of the Closing Date (or if otherwise specified below, as of the date so specified) that: 1. the Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware; 2. the Purchaser has full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement; 3. the execution and delivery by the Purchaser of this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s ability to enter into this Agreement and to consummate the transactions contemplated hereby; 4. the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; 5. this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Sellers, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and 6. except as previously disclosed in the Prospectus Supplement, there are no actions, suits or proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Purchaser if determined adversely to the Purchaser would reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement; and the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement;

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