CONDITIONS, REPRESENTATIONS AND WARRANTIES. 10. “As Is” Condition
CONDITIONS, REPRESENTATIONS AND WARRANTIES. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent (unless specifically waived in writing by the Administrative Agent):
CONDITIONS, REPRESENTATIONS AND WARRANTIES. 4.1 In addition to anything else in this agreement, the following are conditions of completing this agreement in favor of the Purchaser:
CONDITIONS, REPRESENTATIONS AND WARRANTIES ss. 3.1.
CONDITIONS, REPRESENTATIONS AND WARRANTIES. 4.1 In addition to anything else in this agreement, the following are conditions of completing this agreement in favor of the Purchaser: a) That the Purchaser obtain financing on terms satisfactory to it to complete the purchase; b) That the Purchaser obtain all the permits and licenses required for it to carry on the business; c) That Seller’s board of directors has duly authorized the execution of this agreement. 4.2 The following representations and warranties are made and given by the Seller to the Purchaser and expressly survive the closing of this agreement. The representations are true as of the date of this agreement and will be true as of the date of closing when they shall continue as warranties according to their terms. At the option of the Purchaser, the representations and warranties may be treated as conditions of the closing of this agreement in favor of the Purchaser. However, the closing of this agreement shall not operate as a waiver or otherwise result in a merger to deprive the Purchaser of the right to xxx the Seller for breach of warranty in respect of any matter warranted, whether or not ascertained by the Purchaser prior to closing: a) The Seller is a resident of the United State of America (USA) within the meaning of the Income Tax Act of the USA b) The Seller owns and has the right to sell the assets listed above; c) The assets agreed to be bought and sold are sold free and clear of all liens, encumbrances and charges; e) Until the closing date of this agreement, Seller shall not, without the written consent of Purchaser, dispose of or encumber any of the ordinary course of Seller’s business. The undertaking and assets agreed to be bought and sold will not be adversely affected in any material respect in any way, and Seller will not do anything before or after closing to prejudice the goodwill; f) The financial statements for the business produced by the Seller are fair and accurate, and prepared in accordance with generally accepted accounting principles. h) The Seller has made full and fair disclosure in all material respects of any matter that could reasonably be expected to affect the Purchaser’s decision to purchase the undertaking and assets agreed to be brought and sold on the terms set out this agreement;
CONDITIONS, REPRESENTATIONS AND WARRANTIES. Credit Parties agree that all conditions precedent to the making of the Loan shall remain satisfied at all times during the term of this Loan Agreement, and that representations and warranties made by each Credit Party in the Loan Documents signed by it, shall be deemed to be made at all times during the term of this Loan Agreement except to the extent such representations and warranties expressly relate to an earlier date.
CONDITIONS, REPRESENTATIONS AND WARRANTIES. The DIP Lender’s obligation to fund the initial Loan shall be conditioned on entry of the Interim Order. The DIP Lender’s obligation to fund amounts (if any) beyond the initial Loan shall be subject to the following conditions precedent: • Entry of the Final Order; • An agreed upon Budget; • This Term Sheet shall have been executed and be in full force and effect; and • No Event of Default shall then be existing.
CONDITIONS, REPRESENTATIONS AND WARRANTIES. The obligations of the parties to consummate the transactions referred to in Article 2 hereof are subject to the representations and warranties by each party as set forth herein being true and correct on and as of the date of each respective transaction with the same affect as though such representations and warranties had been made on and as of such date.
CONDITIONS, REPRESENTATIONS AND WARRANTIES
