Disclaimer; Limitation on Scope of Representations Relating to Kentucky Oaks Mall Sample Clauses

Disclaimer; Limitation on Scope of Representations Relating to Kentucky Oaks Mall. No Xxxxxx Party directly or indirectly manages or controls Kentucky Oaks Mall Company, the owner of Kentucky Oaks Mall, and accordingly, except for the representation in Section 8.2(b)(i) with respect to the ownership by the Contributors of the Interests in Kentucky Oaks Mall Company and the representation in the last sentence of this Section 8.2(aa), JRI is not making any representation or warranty about Kentucky Oaks Mall or Kentucky Oaks Mall Company in this Agreement. In furtherance of the foregoing, as used in this Section 8.2, the terms Property and Partial Property are specially defined to exclude Kentucky Oaks Mall and the terms Property Owner and Partial Property Owner are specially defined to exclude Kentucky Oaks Mall Company. Notwithstanding the foregoing, JRI represents to CBL that to its knowledge no circumstances exist that would cause any of the foregoing representations and warranties to be incorrect with respect to Kentucky Oaks Mall or Kentucky Oaks Mall Company if the foregoing exclusions had not been made to this Section 8.2. The parties agree that if JRI is unable to remake the foregoing representation at the Closing in which Kentucky Oaks Mall is proposed for inclusion (other than (1) because JRI had actual knowledge as of the date hereof that such representation was not accurate and failed to disclose the inaccuracy to CBL or (2) because of an affirmative action taken by JRI in contravention of its obligations pursuant to this Agreement that caused the representation to no longer be accurate), JRI's inability will not constitute a basis for a failure of a condition precedent to CBL's obligation to accept the Interests in Kentucky Oaks Mall.
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Related to Disclaimer; Limitation on Scope of Representations Relating to Kentucky Oaks Mall

  • Representations Relating to Documents and Legal Compliance Borrower represents and warrants to Silicon as follows: All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Receivables are and shall be true and correct and all such invoices, instruments and other documents and all of Borrower's books and records are and shall be genuine and in all respects what they purport to be, and all signatories and endorsers have the capacity to contract. All sales and other transactions underlying or giving rise to each Receivable shall fully comply with all applicable laws and governmental rules and regulations. All signatures and endorsements on all documents, instruments, and agreements relating to all Receivables are and shall be genuine, and all such documents, instruments and agreements are and shall be legally enforceable in accordance with their terms.

  • REPRESENTATIONS RELATING TO RECEIVABLES Borrower represents and warrants to Silicon as follows: Each Receivable with respect to which Loans are requested by Borrower shall, on the date each Loan is requested and made, (i) represent an undisputed bona fide existing unconditional obligation of the Account Debtor created by the sale, delivery, and acceptance of goods or the rendition of services in the ordinary course of Borrower's business, and (ii) meet the Minimum Eligibility Requirements set forth in Section 8 below.

  • 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.

  • 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.

  • Nonsurvival of Representations, Warranties and Covenants None of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and all such representations, warranties, covenants, obligations or other agreements shall terminate and expire upon the occurrence of the Closing (and there shall be no liability after the Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing and then only with respect to any breaches occurring after the Closing and (b) this Article X and any corresponding definitions set forth in Article I.

  • Additional Provisions Relating to Customer 6.1 Representations of Customer and Bank

  • Survival of Representations, Warranties and Covenants after the --------------------------------------------------------------- Effective Time. The representations and warranties contained herein and in any -------------- certificate or other writing delivered pursuant hereto shall not survive the Effective Time or the termination of this Agreement. The covenants contained in Articles 2, 3, 7 and 11 shall survive the Effective Time.

  • Accuracy of Representations and Compliance with Conditions All ---------------------------------------------------------- representations and warranties of Buyer contained in this Agreement shall be true and accurate when made and, except (a) as a result of the taking of any action contemplated hereby or (b) insofar as any representation or warranty relates to any specified earlier date, shall be true and accurate as of the Closing Date, as though such representations and warranties were then made by Buyer; and Buyer shall have performed and complied with all of its covenants and agreements set forth in this Agreement to be performed or complied with at or before the Closing.

  • Survival of Representations, Warranties, Etc Each of the representations, warranties, agreements, covenants and obligations herein is material and shall be deemed to have been relied upon by the other party or parties and shall survive indefinitely after the date hereof and after the Closing and shall not merge in the performance of any obligation by any party hereto. All rights to indemnification contained in this Agreement shall survive the Closing indefinitely.

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