Inspections; Parent and Target’s Representations Sample Clauses

Inspections; Parent and Target’s Representations. SPAC has undertaken such investigation and have been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. SPAC agrees to engage in the transactions contemplated by this Agreement based upon its own inspection and examination of the Target and on the accuracy of the representations and warranties set forth in Article V by the Parent and the Target pursuant to this Agreement and hereby disclaims reliance upon any express or implied representations or warranties of any nature made by the Parent, the Target, or their respective Affiliates or representatives, except for those set forth in Article V by the Parent and Target pursuant to this Agreement. SPAC specifically acknowledges and agrees to the Parent and Target’s disclaimer of any representations or warranties other than those set forth in Article V by the Parent and Target pursuant to this Agreement, whether made by either the Parent, the Target or any of their respective Affiliates or representatives, and of all Liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to SPAC or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to the SPAC or its Affiliates or representatives by the Parent, the Target or any of their respective Affiliates or representatives), other than those set forth in Article V by the Parent and Target pursuant to this Agreement. SPAC specifically acknowledges and agrees that, without limiting the generality of this Section 6.22, neither the Parent nor the Target nor any of their respective Affiliates or representatives has made any representation or warranty with respect to any projections or other future forecasts. SXXX specifically acknowledges and agrees that except for the representations and warranties set forth in Article V, the Parent and the Target have not made any other express or implied representation or warranty with respect to the Target, its assets or Liabilities, the businesses of the Target or the transactions contemplated by this Agreement or the Ancillary Agreements.
Sample 1
AutoNDA by SimpleDocs

Related to Inspections; Parent and Target’s Representations

  • Tenant’s Representations and Warranties The undersigned represents and warrants to Landlord that (i) Tenant is duly organized, validly existing and in good standing in accordance with the laws of the state under which it was organized; (ii) all action necessary to authorize the execution of this Amendment has been taken by Tenant; and (iii) the individual executing and delivering this Amendment on behalf of Tenant has been authorized to do so, and such execution and delivery shall bind Tenant. Tenant, at Landlord's request, shall provide Landlord with evidence of such authority.

  • Applicants' Representations 1. Each of the Funds is registered under the 1940 Act as an open-end management investment company and was organized as a Massachusetts business trust. The Templeton Trust currently consists of eight separate series, and the VIP Trust consists of twenty-five separate series. Each Fund's Declaration of Trust permits the Trustees to create additional series of shares at any time. The Funds currently serve as the underlying investment medium for variable annuity contracts and variable life insurance policies issued by various insurance companies. The Funds have entered into investment management agreements with certain investment managers ("Investment Managers") directly or indirectly owned by Franklin Resources, Inc. ("Resources"), a publicly owned company engaged in the financial services industry through its subsidiaries.

  • COMPANY REPRESENTATIONS, ETC The Company represents and warrants to the Lender as of the date hereof and as of the Closing Date that, except as otherwise provided in the Disclosure Letter hereto or in the Company's SEC Documents:

  • Covenants; Representations 26 (e) Defaults..............................................................................26 (f) Material Adverse Change...............................................................26 4.2. Conditions to First Loan..............................................................26 (a) Articles, Bylaws......................................................................26 (b) Evidence of Authorization.............................................................26 (c) Legal Opinions........................................................................27 (d) Incumbency............................................................................27 (e) Note..................................................................................27 (f) Documents.............................................................................27 (g) Consents..............................................................................27 (h)

  • Party A’s Representations and Warranties Party A represents and warrants as follows:

  • Tenant’s Representations In addition to any other representation or warranty set forth herein and as an inducement to Landlord to enter into this Agreement, Tenant hereby represents and warrants to Landlord as follows:

  • Buyer Representations Buyer represents and warrants to Seller as follows:

  • Licensee’s Representations and Warranties LICENSEE represents and warrants that:

  • LANDLORD'S REPRESENTATIONS AND WARRANTIES Landlord represents and warrants to Tenant as follows:

  • Company Representations The Company represents and warrants to the Purchaser that:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!