Collective Warranties Sample Clauses

Collective Warranties. Except as otherwise fairly and reasonably disclosed in the Seller SEC Reports (as defined in Appendix 1 to Schedule 2 hereto) (excluding disclosure in the Seller SEC Reports contained in the “Risk Factors”, “Forward-Looking Statements” and other sections to the extent they are general, non-specific, cautionary, predictive and forward-looking in nature, in each case, other than specific factual information contained therein), the Warrantors hereby, jointly and severally, represent, warrant and undertake to the Lender in the terms set forth in Schedule 2 and acknowledge that the Lender’s and its Affiliates’ entering into this Agreement and the SPA are relying on such representations, warranties and undertakings.
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Collective Warranties. NJPV and the Guarantors, acting jointly and severally, hereby represent, warrant and undertake to the Investors in the terms set forth in Schedule 4 and acknowledge that the Investors in entering into this Agreement are relying on such representations, warranties and undertakings.
Sample 1
Collective Warranties. The Warrantors hereby severally not jointly represent and warrant to PAG that each of the statements with respect to itself, himself or herself set forth in Part I of Schedule 2, and jointly and severally represent and warrant to PAG, that, except as otherwise specifically set forth on the Disclosure Schedule in accordance with Section 5.3 below, which exceptions shall be deemed to be part of the representations and warranties made hereunder, each of the statements set forth in Part II of Schedule 2, is true and correct, as of the date hereof, and shall be true and correct as of each Completion (except for those representations and warranties that address matters only as of a particular date, which shall be true and correct as of such particular date) and acknowledge that PAG in entering into this Agreement are relying on such representations and warranties. Except for the Collective Warranties, the Warrantors do not make any other representation or warranty of any kind of nature whatsoever, oral or written, express or implied, with respect to the Warrantors, the Group, the Basic Documents or the transactions contemplated by the Basic Documents. Except for the Collective Warranties, each of the Warrantors disclaims all liability and responsibility for any representations or warranties, whether made by the Warrantor, or any of its Affiliates or representative or any other person, or any opinion, advice, statement or information made, communicated, or furnished (orally or in writing) to PAG or its Affiliates or representatives, in each case regarding any projections, estimates or other forward-looking information. The Warrantors do not make any representations or warranties to the PAG or any other person regarding the probable success or probable profitability of the Group or the business after the Completion.
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Collective Warranties. The Company and Full Alliance represent and warrant to the Investor in the terms of the warranties set forth in Schedule 2 hereto (such warranties, the “Collective Warranties”) and acknowledge that the Investor in entering into this Agreement is relying on such Collective Warranties.
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Collective Warranties. Except as otherwise disclosed in the Listco SEC Reports (as defined in the Collective Warranties) the relevance of which disclosure is reasonably apparent, the Warrantors hereby, jointly and severally, represent, warrant and undertake to the Lender in the terms set forth in Schedule 2 and acknowledge that the Lender in entering into this Agreement are relying on such representations, warranties and undertakings.
Sample 1
Collective Warranties. (a) Except as fairly disclosed in the correspondingly numbered section of the Disclosure Schedule, the Warrantors hereby jointly and severally represent, warrant and undertake to the Investor that each of the representations and warranties set forth in Part A of Schedule 2 (the “Collective Warranties”) is true, complete, accurate and not misleading as of the date of this Agreement and as of the Closing Date with the same effect as though made at and as of such date, or as of another date if any Collective Warranty is made with respect to such other date. The Warrantors acknowledge that the Investor in entering into this Agreement is relying on such Collective Warranties. (b) The Collective Warranties shall be separate and independent and save as expressly provided shall not be limited by reference to any other paragraph or anything in this Agreement or any other document as agreed by the Parties. (c) Each Warrantor shall procure that no act shall be performed or omission shall be allowed by itself or the other Warrantors which would result in any of the Collective Warranties being breached or misleading at any time. (d) Each of JinkoSolar Holding and the Controlling Shareholder waives any right which it may have in relation to any misrepresentation or inaccuracy in or from information or advice provided by any Group Member or any director, officer, adviser, employee or agent of any Group Member for the purpose of giving a Collective Warranty or preparing the Disclosure Schedule, or otherwise in connection with the transactions contemplated by the Transaction Documents, and each of JinkoSolar Holding and the Controlling Shareholder undertakes for the benefit of the Group and for the benefit of the Investor not to make any claim in respect of such right. (e) Each Warrantor undertakes to notify the Investor in writing of anything which is or may constitute a breach of or be inconsistent with any of the Collective Warranties promptly upon it coming to such Warrantor’s attention.
Sample 1
Collective Warranties. The Company and the Guarantors, acting jointly and severally, hereby represent, warrant and undertake to each Investor in the terms set forth in Schedule 4 and acknowledge that each Investor in entering into this Agreement is relying on such representations, warranties and undertakings.
Sample 1
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Related to Collective Warranties

  • Service Warranties Contractor warrants that: (i) the Services will be rendered with promptness and diligence and will be executed in a workmanlike manner, in accordance with the practices and professional standards used in well-managed operations performing services similar to the Services; and (ii) Contractor will perform the Services in the most cost-effective manner consistent with the required level of quality and performance. Contractor warrants that each Deliverable will conform to and perform in accordance with the requirements of this Agreement and all applicable specifications and documentation. For each such Deliverable, the foregoing warranty shall commence for such Deliverable upon the JBE’s acceptance of such Deliverable, and shall continue for a period of one (1) year following acceptance. In the event any Deliverable does not to conform to the foregoing warranty, Contractor shall promptly correct all nonconformities to the satisfaction of the JBE.

  • Company’s Representations, Warranties and Agreements To induce the Subscriber to purchase the Shares, the Company hereby represents and warrants to the Subscriber and agrees with the Subscriber as follows:

  • Representations, Warranties and Agreements of Seller The Seller agrees and acknowledges that it shall, as a condition to the consummation of the transactions contemplated hereby, make the representations and warranties specified in Section 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement, as of the Closing Date. The meaning of the term "Agreement" as used in Sections 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement shall include this Agreement. The Seller, without conceding that the Mortgage Loans are securities, hereby makes the following additional representations, warranties and agreements which shall be deemed to have been made as of the Closing Date: a) neither the Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security from, or otherwise approached or negotiated with respect to any Mortgage Loans, any interest in any Mortgage Loans or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933 (the "1933 Act") or which would render the disposition of any Mortgage Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such manner with respect to the Mortgage Loans; and b) the Seller has not dealt with any broker or agent or anyone else who might be entitled to a fee or commission in connection with this transaction other than the Purchaser.

  • Representations, Warranties and Agreements to Survive Delivery All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or controlling person, or by or on behalf of the Company, and shall survive delivery of the Securities to the Underwriters.

  • Representations, Warranties and Agreements You will make to each other Underwriter participating in an Offering the same representations, warranties, and agreements, if any, made by the Underwriters to the Issuer, the Guarantor, or the Seller in the applicable Underwriting Agreement or any Intersyndicate Agreement, and you authorize the Manager to make such representations, warranties, and agreements to the Issuer, the Guarantor, or the Seller on your behalf.

  • SUPPLIER’S WARRANTIES 16.1 The Supplier represents, warrants and undertakes to the Authority that: 16.1.1 the Supplier has the full right, power and authority to enter into and perform this Agreement and to grant all of the Authority Rights to the Authority and for the Authority to use and exploit the same as contemplated in this Agreement; 16.1.2 all information, representations, warranties and other matters of fact contained in the Supplier’s tender submission as part of the competitive tender process referred to in the recitals to this Agreement are true, complete and accurate in all respects and the Supplier agrees to be bound by the obligations and statements made in such tender submission as if the same were set out in this Agreement, save where there is any inconsistency between the terms of this Agreement and such tender submission the terms of this Agreement shall prevail; 16.1.3 save in respect of any Third Party Content, no Deliverable has and no Deliverable will have been broadcast, released or otherwise exploited in any Broadcast Media anywhere in the world prior to the relevant Delivery Date; 16.1.4 there is no contract or arrangement to which the Supplier is a party and the Supplier will not enter into any contract or arrangement and there is and will be no other encumbrance or restriction which could in any way interfere with or inhibit the full exercise or exploitation of any and all of the Authority Rights by the Authority; 16.1.5 the Supplier has paid and shall promptly pay all sums due to any person who is or may be entitled to any payment in respect of services or facilities rendered or goods supplied or rights granted in connection with the Deliverables or on the exercise by the Authority of any of the Authority Rights or in respect of any tax, duty, levy, national insurance or any similar payment in connection with the Deliverables required to be made by the Supplier; 16.1.6 the Supplier will have, by and as at the relevant Delivery Date, obtained all necessary consents, grants, clearances and rights (including any rights in musical compositions contained within the Deliverables (if any) which are controlled by the Performing Right Society or its affiliated bodies) to enable it to produce and deliver the Deliverables and to grant to and enable the Authority to exercise the Authority Rights free from any liens, claims and encumbrances; 16.1.7 to the extent any musical compositions are contained in the Deliverables: 16.1.7.1 all recording synchronisation and dubbing licences have been obtained and licence fees have been paid; and 16.1.7.2 the performing rights in such compositions shall throughout the Term be controlled (i) by the Performing Right Society or its affiliated bodies; or (ii) by the Supplier; or (iii) are in the public domain, in all cases to the extent required for the purposes of the Authority's full exercise of its rights as contemplated by this Agreement; 16.1.8 no claim or litigation is pending or threatened in respect of the Deliverables or any the Authority Rights; 16.1.9 the Deliverables will be produced in accordance with all Laws (including with respect to health and safety); 16.1.10 the Deliverables will be free from all Viruses; 16.1.11 the Deliverables will not contain anything which is in contravention of the Codes and Guidelines or any Laws or which is obscene, blasphemous, seditious, racially inflammatory, defamatory or which infringes the rights of any person, including rights of copyright or trade marks or service marks, privacy, publicity or confidentiality or any other civil or common law or statutory right whatsoever or breaches any contract or is in contempt of court; 16.1.12 the Supplier has not entered and will not enter into any co-production, co-financing, pre-sale or other arrangement or agreement which involves the surrender by the Supplier of any control of the Deliverables; 16.1.13 all information, records and data provided to the Authority and with respect to the Deliverables and the production process will be accurate in all respects, full and up to date; 16.1.14 the Supplier is not insolvent nor unable to pay its debts as they fall due and no steps have been taken with a view to the winding-up or administration of the Supplier or the making of any composition or arrangement with any creditors of the Supplier; and 16.1.15 the Supplier will not at any time do or say anything which is or may be considered by the Authority (acting reasonably) to be detrimental or prejudicial to or to affect adversely the name, image, reputation or business of the Authority or otherwise to bring the Authority or any member of the Authority Group into disrepute. 16.2 The Supplier's warranties shall be deemed repeated on each Delivery Date (or, if any Deliverables are delivered to the Authority after the scheduled Delivery Date and the Authority has not exercised any right under this Agreement to treat such delay as an Event of Default under clause 27.1, within ten Working Days of the date of actual delivery) and on every occasion when the Authority exercises its Authority Rights.

  • Subscriber’s Representations, Warranties and Agreements To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:

  • Representations, Warranties and Agreements of the Company The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

  • Representations, Warranties and Indemnities You represent and warrant to Prime Publishing and its Affiliates that (a) you have the right, power, and authority necessary to enter into this Agreement, to fully perform your obligations hereunder, and to grant the licenses set forth in Paragraphs 3 and 5 above, (b) you will comply fully with all terms of this Agreement, (c) the Materials submitted to Prime Publishing by you, and Prime Publishing's and its Affiliates' exercise of their rights hereunder, do not and will not violate, misappropriate or infringe any intellectual property right, including but not limited to trademark rights, copyrights, moral rights and publicity rights of any third party, (d) you possess all rights necessary for the reproduction, distribution, transmission, public performance, public display, and other exploitation of the Materials by Prime Publishing and its Affiliates as permitted hereunder, (e) the Materials are not pornographic, obscene, libelous, defamatory, tortious, or otherwise unlawful, and (f) all factual statements submitted by you are accurate and not misleading. You agree to indemnify, defend, and hold Prime Publishing and its Affiliates harmless from all claims, liabilities, damages, and expenses (including, without limitation, reasonable attorneys' fees and expenses) arising from your breach of any representation or warranty set forth in this paragraph. 8)

  • Representations & Warranties 14.1 Each Party represents that it has authority to enter into this Agreement and to do all things necessary to procure the fulfilment of its obligations in terms of this Agreement. 14.2 The Disclosing Party warrants that disclosure of the Confidential Information to the Receiving Party: 14.2.1 will not result in a breach of any other Agreement to which it is a party; and 14.2.2 will not, to the best of its knowledge and belief, infringe the rights of any third party; and the Disclosing Party hereby indemnifies and holds the Receiving Party harmless against any liability for third party claims on such a basis.

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