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. 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. Borrower represents and warrants to Administrative Agent and Banks as of the date of this Agreement:
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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. 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 
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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 herein inaccurate or incomplete in any material respect, it will provide prompt written notification to the Sub-Adviser of such fact, omission, event, or change of circumstance, and the facts related thereto. The Adviser agrees that it will provide prompt notice to the Sub-Adviser in the event that: (i) the 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 Adviser’s ability to perform this Agreement.

  • 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.

  • 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 The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the 1933 Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

  • 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:

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