Continued Truth of Representations and Warranties of the Seller; Compliance with Covenants and Obligations Sample Clauses

Continued Truth of Representations and Warranties of the Seller; Compliance with Covenants and Obligations. The representations and warranties of the Seller shall be true on and as of the Closing Date as though such representations and warranties were made on and as of such date, except for any changes permitted by the terms hereof or consented to in writing by the Buyer. The Seller shall have performed and complied with all terms, conditions, covenants, obligations, agreements and restrictions required by this Agreement to be performed or complied with by it prior to or at the Closing Date.
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Continued Truth of Representations and Warranties of the Seller; Compliance with Covenants and Obligations. The representations and warranties of the Seller contained in this Agreement (including the Schedules hereto) shall be true and correct in all respects on and as of the Closing Date as though such representations and warranties were made on and as of such date, except for any representation or warranty which speaks as of a specified date, in which case such representation or warranty shall be true in all respects as if made on such specified date, and except in any case for any inaccuracies of representations and warranties that individually and in the aggregate have not had, or would not have a Material Adverse Effect. The Seller and BSA shall have performed and complied in all material respects with all covenants, obligations, and agreements required by this Agreement to be performed or complied with by them prior to or at the Closing Date.
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Continued Truth of Representations and Warranties of the Seller; Compliance with Covenants and Obligations. The representations and warranties of the Seller contained in this Agreement (including the Schedules hereto) shall be true and correct in all respects on and as of the Closing Date as though such representations and warranties were made on and as of such date, (i) except for any representation or warranty which speaks as of a specified date, in which case such representation or warranty shall be true in all respects as if made on such specified date, and (ii) in the case of representations and warranties which do not contain a “materiality” or “Material Adverse Effect” qualifier, except for any inaccuracies in or breaches of representations and warranties that individually or in the aggregate have not had, or would not have a Material Adverse Effect. The Seller and BioSepra, S.A. shall have performed and complied in all material respects with all covenants, obligations, and agreements required by this Agreement or any of the Related Agreements to be performed or complied with by them prior to or at the Closing Date.
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Continued Truth of Representations and Warranties of the Seller; Compliance with Covenants and Obligations. The representations and warranties of the Sellers and the Principals shall be true on and as of the Closing Date as though such representations and warranties were made on and as of such date, except for any changes permitted by the terms hereof or consented to in writing by the Buyer. The Sellers and the Principals shall have performed and complied in all material respects with all terms, conditions, covenants, obligations, agreements and restrictions required by this Agreement to be performed or complied with by them prior to or at the Closing Date.
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Continued Truth of Representations and Warranties of the Seller; Compliance with Covenants and Obligations. The representations and warranties of the Seller contained in this Agreement (including the Schedules hereto) and all certificates delivered to Buyer by Seller on or prior to the Closing Date pursuant to this Agreement shall be true on and as of the Closing Date as though such representations and warranties were made and such certificates were delivered on and as of such date, except for any representation, warranty or certificate which speaks as of a specified date, in which case such representation, warranty or certificate shall be true as if made on or delivered as of such specified date. The Seller and BSA shall have performed and complied with all terms, conditions, covenants, obligations, agreements and restrictions required by this Agreement to be performed or complied with by them prior to or at the Closing Date. 7.2
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Continued Truth of Representations and Warranties of the Seller; Compliance with Covenants and Obligations. The representations and warranties of the Seller in this Agreement shall be true in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such date, except (i) inaccuracies that do not constitute a Material Adverse Effect (defined below); (ii) for any changes consented to in writing by the Buyer; (iii) to the extent such representations and warranties expressly speak as of an earlier date such as "the Effective Date", "the date hereof" or "the date of this Agreement" (in which case such representations and warranties shall be true and correct as of such earlier date); and (iv) inaccuracies that arise solely because of actions that are required or permitted to be taken under this Agreement. The Seller shall have performed and complied in all material respects with all covenants and obligations required by this Agreement to be performed or complied with by it prior to or as of the Closing Date. For purposes of this Section 6.1(a), "Material Adverse Effect" means any change, circumstance or effect that, individually or in the aggregate with other changes circumstances and effects, is materially adverse to (i) the Assets, taken as a whole, or (ii) the validity or enforceability of this Agreement or the ability of Seller to perform its obligations hereunder in a timely fashion.
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Continued Truth of Representations and Warranties of the Seller; Compliance with Covenants and Obligations. The representations and warranties of the Seller shall be true, in all material respects, on and as of the Closing Date as though such representations and warranties were made on and as of such date, except for any changes permitted by the terms hereof or consented to in writing by the Buyer. The Seller shall have performed and complied with all material terms, conditions, covenants, obligations, agreements and restrictions required by this Agreement to be performed or complied with by it prior to or at the Closing Date, including, without limitation, obtaining the requisite consent to effectively assign its rights and obligations under the contracts listed on Schedule 9.1 to the Buyer as of the Closing.
Sample 1
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Continued Truth of Representations and Warranties of the Seller; Compliance with Covenants and Obligations. The representations and warranties of the Seller (in the case of the representations and warranties contained in Section 2.9, after giving effect to the update to Schedule 2.9 required pursuant to Section 1.7(c)) shall be true in all material respects (other than representations and warranties which are qualified as to materiality, which shall be true in all respects) on and as of the Closing Date as though such representations and warranties were made on and as of such date (except for representations and warranties made as of a specific date, which shall be true in all respects as of the date made), except for any changes permitted by the terms hereof or consented to in writing by the Buyer. The Seller shall have performed and complied in all material respects with all terms, conditions, covenants, obligations, agreements and restrictions required by this Agreement to be performed or complied with by it prior to or at the Closing Date.
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Related to Continued Truth of Representations and Warranties of the Seller; Compliance with Covenants and Obligations

  • ACCURACY OF REPRESENTATIONS AND WARRANTIES AND COMPLIANCE WITH OBLIGATIONS The representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: (i) for changes specifically permitted by or disclosed pursuant to this Agreement; and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Purchaser shall have performed and complied in all material respects with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Purchaser shall have delivered to the Sellers a certificate, dated as of the Closing Date, and signed by an executive officer thereof, certifying that such representations and warranties are true and correct, and that all such obligations have been performed and complied with, in all material respects.

  • Covenants, Representations and Warranties The General Partner covenants, represents and warrants that the following are presently true, will be true at the time of each Capital Contribution payment made by the Limited Partner and will be true during the term of this Agreement, to the extent then applicable.

  • Reassertion of Representations and Warranties, No Default The Borrower hereby represents that on and as of the date hereof and after giving effect to this Amendment (a) all of the representations and warranties contained in the Credit Agreement are true, correct and complete in all respects as of the date hereof as though made on and as of such date, except for changes permitted by the terms of the Credit Agreement, and (b) there will exist no Event of Default under the Credit Agreement as amended by this Amendment on such date which has not been waived by the Lender.

  • Representations and Warranties and Covenants of the Counterparty (a) The Counterparty represents and warrants to the related Depositor, as of the date on which information is first provided to the related Depositor under Section 2(a)(ii), Section 2(b)(ii) or Section 2(b)(iii)(A), that, except as disclosed in writing the related Depositor prior to such date:

  • Covenants, Representations, and Warranties of Servicer By its execution and delivery of this Agreement, the Servicer makes the following representations, warranties and covenants on which the Trust Collateral Agent relies in accepting the Receivables and on which the Trustee relies in authenticating the Notes.

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

  • Representations, Warranties and Covenants of the Sellers and Master Servicer (a) Countrywide hereby makes the representations and warranties set forth in (i) Schedule II-A, Schedule II-B, Schedule II-C and Schedule II-D hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, (ii) Schedule III-A hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to all of the Mortgage Loans, and (iii) Schedule III-B hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to the Mortgage Loans that are Countrywide Mortgage Loans. Park Granada hereby makes the representations and warranties set forth in (i) Schedule II-B hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date and (ii) Schedule III-C hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to the Mortgage Loans that are Park Granada Mortgage Loans. Park Monaco hereby makes the representations and warranties set forth in (i) Schedule II-C hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date and (ii) Schedule III-D hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to the Mortgage Loans that are Park Monaco Mortgage Loans. Park Sienna hereby makes the representations and warranties set forth in (i) Schedule II-D hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date and (ii) Schedule III-E hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to the Mortgage Loans that are Park Sienna Mortgage Loans.

  • Compliance with Representations and Warranties During the period from the date of this Agreement to the Closing Date, the Offerors shall use their best efforts and take all action necessary or appropriate to cause their representations and warranties contained in Section 5 hereof to be true as of the Closing Date, after giving effect to the transactions contemplated by this Agreement, as if made on and as of the Closing Date.

  • Survival of Covenants, Representations and Warranties All covenants, agreements, representations and warranties made herein or in any documents or other papers delivered by or on behalf of the Borrowers, or any of them, pursuant hereto shall be deemed to have been relied upon by the Lenders, regardless of any investigation made by or on behalf of the Lenders and shall survive the execution and delivery of this Master Agreement and the making by the Lenders of the Loans as herein contemplated and shall continue in full force and effect so long as any Loan, Obligation or any other amount due under this Agreement remains outstanding and unpaid or unsatisfied.

  • Other Covenants, Representations and Warranties Stockholder hereby represents and warrants to Parent and Acquisition as follows:

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