Compliance with Representations. On and as of the date of the Purchase and on and as of each subsequent date each Receivable comes into existence, Originator hereby represents and warrants that all of the other representations and warranties set forth in this Article II are true and correct on and as of each such date (and after giving effect to all Receivables in existence on each such date) as though made on and as of each such date.
Compliance with Representations. On and as of the date of each purchase of a Purchaser Interest hereunder and the date of each Reinvestment hereunder, each Seller Party hereby represents and warrants that all of the other representations and warranties made by it set forth in this Section 4.1 are true and correct on and as of the date of such purchase or Reinvestment (and after giving effect to such purchase or Reinvestment) as though made on and as of each such date (except where such representation or warranty relates to an earlier date, in which case as of such earlier date).
Compliance with Representations. Seller will not take or cause to be taken any action or fail to perform any obligation which would cause any of the representations or warranties contained in this Agreement to be untrue as of the Close of Escrow.
Compliance with Representations. Allegion hereby confirms all representations and agreements made by it in any Tax Representation Letter. IR hereby confirms all representations and agreements made by it in any Tax Representation Letter.
Compliance with Representations. On and as of the date of each Purchase and on and as of each subsequent date any Receivable is purchased by it pursuant to the First Tier Sale Agreement, it hereby represents and warrants that all of the other representations and warranties set forth in this Article II are true and correct on and as of each such date (and after giving effect to all Receivables purchased on each such date) as though made on and as of each such date. In addition to the representations and warranties set forth above in this Section 2.1, Finance LLC acknowledges and agrees that Buyer and its assigns, as assignees of the First Tier Sale Agreement, have the benefit of the representations and warranties of Originator set forth therein.
Compliance with Representations. On and as of the date of the Purchase and on and as of each subsequent date each Receivable comes into existence, Originator hereby represents and warrants that all of the other representations and warranties set forth in this Article II are true and correct on and as of each such date (and after giving effect to all Receivables in existence on each such date) as though made on and as of each such date, provided however that any changes to such representations and warranties that have been communicated to Buyer by Originator in accordance with the covenants set forth in Section 4.2 shall be deemed to have been made for the foregoing purposes. For greater certainty and notwithstanding anything to the contrary herein, Originator makes no representation or warranty with respect to the collectibility of any Receivable following the date of purchase thereof.
Compliance with Representations. Purchaser will not take any action during the term of this Agreement or any Option that makes any of Purchaser's representations, warranties or agreements untrue, incorrect, or incomplete. If any of these do become untrue, incorrect, or incomplete, Purchaser will immediately give oral and written notice to Issuer.
Compliance with Representations. Warranties and Additional ----------------------------------------------------------------- Agreements. All of the representations and warranties of the parties ---------- contained in this Agreement shall be true in all material respects at and as of the Merger Effective Date with the same force and effect as if they had been made at and as of such dates (except for changes contemplated and permitted by this Agreement or otherwise consented to in writing by the appropriate party to this Agreement) and each party shall have complied with and performed, in all material respects, all of the agreements contained in this Agreement to be performed by it at or before the Merger Effective Date. At the Closing of each merger transaction, each party shall have received from the other party to this Agreement, a certificate, in affidavit form, dated as of the date of the Closing, signed by such party's chief executive officer and chief financial officer, certifying that the foregoing statements made in this Section 4.1(e) are true and correct to the best of their knowledge and belief.
Compliance with Representations. On and as of the date of each purchase of a Purchaser Interest hereunder, each Trendwest Party hereby represents and warrants that all of the other representations and warranties made by it set forth in this Section 5.1 are true and correct on and as of the date of such purchase (and after giving effect to such purchase) as though made on and as of each such date.
Compliance with Representations. Spinco and Del Monte hereby confirm all representations made in certificates of officers of Spinco and Del Monte provided to Heinz's counsel pursuant to section 8.2(c) of the Merger Agreement. Heinz hereby confirms all representations made in certificates of officers of Heinz provided to Del Monte's counsel pursuant to section 8.3(c) of the Merger Agreement.
