CONTINUATION AND TRUTH OF REPRESENTATIONS AND WARRANTIES Sample Clauses

CONTINUATION AND TRUTH OF REPRESENTATIONS AND WARRANTIES. The representations and warranties of Seller contained in this Agreement or in any certificate or document delivered to Purchaser pursuant hereto shall be true and correct in all material respects on the date hereof and shall be deemed to have been made again at the Closing and speak as of the Closing Date and shall then also be true and correct in all material respects.
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CONTINUATION AND TRUTH OF REPRESENTATIONS AND WARRANTIES. The representations and warranties of AccuLase contained in this Agreement or in any certificate, document or other Agreement delivered to Baxter pursuant hereto shall be true and correct in all material respects on the date hereof and shall be deemed to have been made again at the Closing and shall then also be true and correct in all material respects.
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CONTINUATION AND TRUTH OF REPRESENTATIONS AND WARRANTIES. The -------------------------------------------------------- representations and warranties of the Parent and Acquisition Sub contained in this Agreement or in any certificate or document delivered to the Company pursuant hereto shall be true and correct in all material respects on the Closing Date, with the same force and effect as though such representations and warranties had been made on and as of the Closing Date (except for representations and warranties made as of another date, which shall be true and correct in all material respects as of such specific date). The Parent and Acquisition Sub shall each deliver a certificate of an appropriate officer thereof relating to such representations and warranties, as well as to the covenants made herein by the Parent and Acquisition Sub, as provided in Section 9.3.
Sample 1
CONTINUATION AND TRUTH OF REPRESENTATIONS AND WARRANTIES. (a) The representations and warranties of the Company and the Sellers contained in this Agreement or in any certificate or document delivered to Buyer pursuant hereto shall be true and correct in all material respects (other than such representations and warranties that are qualified by a materiality standard, which representations and warranties shall be true and correct, in all respects) on and as of the Closing Date, subject to Section 11.5, with the same force and effect as though such representations and warranties had been made on and as of the Closing Date (except for the representation and warranty made in Section 4.25(a), which is made only as of the date hereof, and except for any other representations or warranties that are made only as of a specified date other than the Closing Date, which shall be true and correct as of such specific date in all material respects (other than representations and warranties that are qualified by a materiality standard, which shall be true and correct, in all respects)); and the Company (with respect to the representations and warranties in Article IV only) and each of the Sellers (with respect to the representations and warranties of such Seller in Article III only) shall have delivered to Buyer a certificate or certificates (collectively, the "Seller Closing Certificates"), signed by each Seller who is a natural person or by a duly authorized officer or attorney-in-fact (in the case of the Company and each Seller that is other than a natural person), to the foregoing effect and, with respect to the Seller Closing Certificate signed by the Company, to the effect that, to the knowledge of the Company, except as set forth in an exception schedule to such Seller Closing Certificate delivered pursuant to Section 7.2(b), since the date of the Reference Balance Sheet there has not been any adverse change in the assets, liabilities (whether absolute, accrued, contingent, or otherwise), condition (financial or otherwise), results of operations or business of the Company not reflected in the Financial Statements and that has resulted in a loss to the Company of more than $150,000. (b) Notwithstanding the foregoing subparagraph (a), if at any time after the date of this Agreement and prior to the Closing, an event or change affecting the Business or the Company shall have occurred or first become known to the Company (as "knowledge" is defined in Section 11.17) which causes any of the representations and warranties of the...
Sample 1
CONTINUATION AND TRUTH OF REPRESENTATIONS AND WARRANTIES. The representations and warranties of Buyer contained in this Agreement or in any certificate or document delivered to the Company and the Sellers pursuant hereto shall be true and correct in all material respects (other than such representations and warranties that are qualified by a materiality standard, which representations and warranties shall be true and correct, in all respects) on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on and as of the Closing Date (except for any such representations or warranties that are made only as of a specified date other than the Closing Date, which shall be true and correct as of such specific date in all material respects (other than representations and warranties that are qualified by a materiality standard, which shall be true and correct, in all respects)); and Buyer shall have delivered to the Company and Sellers a certificate to the foregoing effect (the "Buyer Closing Certificate"), signed by a duly authorized officer of Buyer.
Sample 1

Related to CONTINUATION AND TRUTH OF REPRESENTATIONS AND WARRANTIES

  • Continuation of Representations and Warranties The representations and warranties in Article V shall be true and correct on and as of such Borrowing Date with the same effect as if made on and as of such Borrowing Date (except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct as of such earlier date); and

  • Truth of Representations and Warranties The representations and warranties made by the Purchaser in this Agreement or given on its behalf hereunder shall be substantially accurate in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date.

  • Reaffirmation of Representations and Warranties Each acceptance by it of an offer for the purchase of Notes, and each delivery of Notes to an Agent pursuant to a sale of Notes to such Agent as principal, shall be deemed to be an affirmation that the representations and warranties of the Corporation contained in this Agreement and in any certificate theretofore delivered to such Agent pursuant hereto are true and correct at the time of such acceptance or sale, as the case may be, and an undertaking that such representations and warranties will be true and correct at the time of delivery to the purchaser or his agent, or to such Agent, of the Note or Notes relating to such acceptance or sale, as the case may be, as though made at and as of each such time (and it is understood that such representations and warranties shall relate to the Registration Statement and Prospectus as amended and supplemented to each such time).

  • 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.

  • Termination of Representations and Warranties The representations and warranties of the parties set forth in this Agreement shall terminate at the Effective Time.

  • Repetition of representations and warranties On each day throughout the Facility Period, the Borrower shall be deemed to repeat the representations and warranties in clause 7 updated mutatis mutandis as if made with reference to the facts and circumstances existing on such day.

  • Restatement of Representations and Warranties The Borrower hereby restates and renews each and every representation and warranty heretofore made by it in the Credit Agreement and the other Loan Documents as fully as if made on the date hereof, except to the extent that any representation or warranty related to an earlier specified date, and with specific reference to this Amendment and all other loan documents executed and/or delivered in connection herewith.

  • Limitation of Representations and Warranties Except for the representations and warranties expressly set forth in this Agreement and the other Transaction Documents, Seller is not making and shall not be deemed to have made any other representations or warranties, written or oral, statutory, express or implied, concerning the Units, the Company or the business, assets or liabilities of the Company. PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLER HAS NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND PURCHASER HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND PURCHASER HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST, THE COMPANY, SELLER AND THEIR REPRESENTATIVES IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) OR DOCUMENTS HERETOFORE FURNISHED OR MADE AVAILABLE TO PURCHASER AND ITS REPRESENTATIVES BY OR ON BEHALF OF THE COMPANY OR SELLER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER THE COMPANY NOR SELLER IS MAKING ANY REPRESENTATION OR WARRANTY TO PURCHASER WITH RESPECT TO ANY FORWARD-LOOKING STATEMENTS OR THE INFORMATION SET FORTH IN ANY SUMMARY, TEASER, CONFIDENTIAL INFORMATION MEMORANDUM OR MANAGEMENT PRESENTATION DELIVERED TO PURCHASER OR ITS REPRESENTATIVES.

  • Making of Representations and Warranties (a) On or prior to the date hereof, Company has delivered to Buyer a schedule (the “Company Disclosure Schedule”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Article III or to one or more of its covenants contained in Article V; provided, however, that the mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Company Disclosure Schedule, such item is or would be reasonably likely to result in a Material Adverse Effect with respect to Company. (b) Except as set forth in the Company Disclosure Schedule, Company and Company Bank hereby represent and warrant, jointly and severally, to Buyer that the statements contained in this Article III are correct as of the date of this Agreement and will be correct as of the Closing Date (as though made on and as of the Closing Date), except as to any representation or warranty which specifically speaks as of an earlier date (including without limitation representations made as of “the date hereof”), which only need be correct as of such earlier date. No representation or warranty of Company contained in this Article III shall be deemed untrue or incorrect, and Company shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article III, has had or would reasonably be expected to have a Material Adverse Effect with respect to Company, disregarding for the purposes of this Section 3.01(b) any materiality or Material Adverse Effect qualification contained in any representation or warranty; provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 3.02, 3.03, 3.04(a), 3.04(b), 3.05(a), 3.06, 3.08, 3.10, 3.15, 3.16(f), 3.16(g) and 3.16(h) which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects.

  • Incorporation of Representations and Warranties The representations and warranties of the Tenant and its Affiliated Persons set forth in the Transaction Documents are true and correct on and as of the date hereof in all material respects.

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