Confirmation of Representations, Warranties and Agreements Sample Clauses

Confirmation of Representations, Warranties and Agreements. Borrower hereby reaffirms, as if made as of the date hereof, all of Borrower's representations and warranties contained in the Receivables Loan Agreement. Borrower furthermore reaffirms the validity, enforceability and legality of the Documents, and all provisions of the Documents, as modified, are hereby confirmed and ratified. Without limiting the generality of the foregoing, Borrower hereby reaffirms the validity and enforceability of the Security Interest granted to Lender in the Receivables Collateral and the Residual Collateral as security for Borrower's payment and Performance of all Obligations, other than those Obligations arising out of the Environmental Certificate with Representations, Covenants and Warranties delivered in connection with the Construction Loan Agreement. Borrower hereby acknowledges and agrees that the definition of Obligations includes, without limitation, each and every obligation, duty, covenant, undertaking and condition which Borrower is required or has agreed to perform under the Documents and under the Construction Loan Documents, and each and every obligation of Borrower now or hereafter owing to Lender. In the event of a conflict or inconsistency between the provisions of the Original Agreement, the First Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment, on the one hand, and the provisions of this Fifth Amendment, on the other hand, the provisions of this Fifth Amendment shall prevail. 5.
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Confirmation of Representations, Warranties and Agreements. The Company hereby repeats and confirms as if set forth in full herein each of the representations, warranties and agreements made by it in the Collateral Agreement and agrees that such representations, warranties and agreements are made hereby for the benefit of and may be relied upon by the Underwriters and counsel to the Underwriters.
Sample 1
Confirmation of Representations, Warranties and Agreements. Borrower hereby reaffirms, as if made as of the date hereof, all of Borrower's representations and warranties contained in the Receivables Loan Agreement. Borrower furthermore reaffirms the validity, enforceability and legality of the Documents, and all provisions of the Documents, as modified, are hereby confirmed and ratified. Without limiting the generality of the foregoing, Borrower hereby reaffirms the validity and enforceability of the Security Interest granted to Lender in the Receivables Collateral and the Residual Collateral as security for Borrower's payment and Performance of all Obligations, other than those Obligations arising out of the Environmental Certificate with Representations, Covenants and Warranties delivered in connection with the Construction Loan Agreement. Borrower hereby acknowledges and agrees that the definition of Obligations includes, without limitation, each and every obligation, duty, covenant, undertaking and condition which Borrower is required or has agreed to perform under the Documents and under the Construction Loan Documents, and each and every obligation of Borrower now or hereafter owing to Lender. In the event of a conflict or inconsistency between the provisions of the Original Agreement, the First Amendment and the Second Amendment, on the one hand, and the provisions of this Third Amendment, on the other hand, the provisions of this Third Amendment shall prevail.
Sample 1
Confirmation of Representations, Warranties and Agreements. 7.1 Signature and the Signature Affiliates jointly and severally reaffirm the validity, enforceability and legality of the Signature Loan Documents and all provisions of the Signature Loan Documents, as modified, are hereby confirmed and ratified; provided, however, that with respect to enforceability and legality, such reaffirmation only to the best of Signature's and each Signature Affiliate's knowledge. Signature and the Signature Affiliates jointly and severally acknowledge that as of the date hereof, they have (i) no defense, counterclaim, offset, cross-complaint, claim or demand of any nature whatsoever which can be asserted as a basis to seek affirmative relief or damages from Lender or as a basis to reduce or eliminate all or any part of its liability to repay the loans which are the subject matter of the Signature Loan Documents and (ii) no other claim against Lender with respect to any aspect of the transaction in respect to which such loans were made. 7.2 AKGI reaffirms the validity, enforceability and legality of the Royal Palm Loan Agreement and the documents executed in connection therewith and the Flamingo Loan Agreement and the documents executed in connection and all provisions of the aforementioned agreements and documents are hereby confirmed and ratified; provided, however, that with respect to enforceability and legality, such reaffirmation only to the best of AKGI's knowledge. AKGI acknowledges that as of the date hereof, it has (i) no defense, counterclaim, offset, cross-complaint, claim or demand of any nature whatsoever which can
Sample 1
Confirmation of Representations, Warranties and Agreements. Borrower hereby reaffirms as if made as of the date hereof, all of Borrower's representations and warranties contained in the Receivables Agreement. Borrower furthermore hereby reaffirms the validity, enforceability and legality of the Documents and the Construction Loan Documents and all provisions of the Documents and Construction Loan Documents are hereby confirmed and ratified. However, in the event of a conflict or inconsistency between provisions of the Receivable Agreement and this Amendment, the provisions of this Amendment shall prevail.
Sample 1
Confirmation of Representations, Warranties and Agreements. Borrower hereby reaffirms, as if made as of the date hereof, all of Borrower's representations and warranties contained in the Receivables Loan Agreement. Borrower furthermore reaffirms the validity, enforceability and legality of the Documents, and all provisions of the Documents as modified of even date herewith are hereby confirmed and ratified. However, in the event of a conflict or inconsistency between the provisions of the Receivables Loan Agreement, the First Amendment and this Second Amendment, the provisions of this Second Amendment shall prevail.
Sample 1

Related to Confirmation of Representations, Warranties and Agreements

  • Survival of Representations, Warranties and Agreements Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Investor herein shall survive the execution of this Agreement, the delivery to the Investor of the Shares being purchased and the payment therefor.

  • Non-Survival of Representations, Warranties and Agreements None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIII.

  • Nonsurvival of Representations, Warranties and Agreements None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for those covenants and agreements contained herein and therein which by their terms apply in whole or in part after the Effective Time.

  • 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.

  • Survival of Representations, Warranties and Agreements; Third Party Beneficiary Notwithstanding any investigation made by any party to this Agreement or by the Placement Agent, all covenants, agreements, representations and warranties made by the Company and the Investor herein will survive the execution of this Agreement, the delivery to the Investor of the Shares and Warrants being purchased and the payment therefor. The Placement Agent shall be a third party beneficiary with respect to the representations, warranties and agreements of the Investor in Section 4 hereof.

  • Effectiveness of Representations, Warranties and Agreements (a) Except as set forth in Section 9.1(b), the representations, warranties and agreements of each party hereto shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any other party hereto, any person controlling any such party or any of their respective officers or directors, whether prior to or after the execution of this Agreement. (b) The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Article VIII, except that the agreements set forth in Articles I, II and IX, and Section 6.3 shall survive the Effective Time and those set forth in Sections 6.1(a), 8.2 and 8.5, and Article IX shall survive termination.

  • Survival of Representations, Warranties, Covenants and Agreements (a) The representations and warranties of Seller and Purchaser contained in this Agreement will survive the Closing until 5:00 p.m. New York time on the date which is eighteen (18) months following the Closing Date, provided that the Fundamental Representations and the representations and warranties contained in Section 3.5 will survive until the date that is sixty days following the expiration of the applicable statute of limitations. (b) The covenants contained in this Agreement shall survive in accordance with their respective terms. (c) Notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5.

  • Survival of Representations, Warranties and Covenants (a) All representations, warranties, covenants, agreements and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

  • Non-Survival of Representations, Warranties, Covenants and Agreements None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and agreements, shall survive the Effective Time, except for (i) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time and (ii) this Article IX.

  • Confirmation of Representations and Warranties Each Borrower hereby (a) confirms that all of the representations and warranties set forth in Article IV of the Loan Agreement are true and correct with respect to such entity (except to the extent such representation or warranty relates to a particular date, in which case, such confirmation relates to such date), and (b) specifically represents and warrants to Lender that it has good and marketable title to all of its Collateral, free and clear of any lien or security interest in favor of any other person or entity.

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