Litigation and Representations Sample Clauses

Litigation and Representations. As of Closing, no action or proceeding before a court or other governmental agency or officer shall be pending and/or threatened that would impair, in a material manner, the value of the Real Estate or Donor’s or the Commission’s ability to undertake and/or complete the transaction contemplated by this Agreement or the Commission’s intended use of the Real Estate. As of Closing, Xxxxx’s representations, warranties, and covenants set forth hereinafter in Section 8 shall be true and accurate.
Sample 1
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Litigation and Representations. As of the Closing Date, no action or proceeding before a court or other governmental agency or officer shall be pending (and to the best of either Seller’s or Purchaser’s knowledge, no such action or proceeding shall be threatened) that materially impairs the value of the Property or prevents Purchaser from undertaking and completing Purchaser’s intended use and development of the Property. As of the Closing Date, the representations and warranties set forth in Section 9 shall be true and accurate in all material respects as of the Closing Date, except for those representations and warranties that refer to facts existing at a specific date, which shall be accurate in all material respects as of such date and, for those representations and warranties that refer to facts existing at a specific date, an update of such representations to reflect events occurring between the Effective Date and the Closing
Sample 1
Litigation and Representations. As of the Closing Date, no action or proceeding before a court or other governmental agency or officer shall be pending (and to the best of either Seller's or Purchaser's knowledge, no such action or proceeding shall be threatened) that materially impairs the value of the Real Estate or prevents Purchaser from undertaking and completing Purchaser's intended use and development of the Real Estate. As of the Closing Date, the representations and warranties set forth in Section 9 shall be true and accurate in all material respects.
Sample 1

Related to Litigation and Representations

  • Survival of Covenants and Representations All covenants, representations and warranties made by the Company herein and in any certificates delivered pursuant hereto, whether or not in connection with the Closing Date, shall survive the closing and the delivery of this Agreement and the Notes.

  • Warranties and Representations The Contractor warrants and represents that:

  • Seller’s Warranties and Representations Seller hereby represents and warrants to Buyer as follows:

  • Survival of Indemnification and Representations and Warranties All indemnities set forth herein and all representations and warranties made herein shall survive the execution and delivery of this Credit Agreement, the making of the Loans, and the repayment of the Loans and other obligations and the termination of the Commitments hereunder.

  • GENERAL WARRANTIES AND REPRESENTATIONS The Borrower warrants and represents to the Agent and the Lenders that except as hereafter disclosed to and accepted by the Agent and the Majority Lenders in writing:

  • Survival of Warranties and Representations The parties hereto agree that all warranties and representations of the parties survive the closing of this transaction.

  • Covenants and Representations Notwithstanding anything to the contrary in this Agreement or otherwise, (i) CEOC, on behalf of itself and the Debtors, shall cause the Company to perform each obligations, covenant, undertaking and agreement in this Agreement, and to cause the Company’s representations and warranties in this Agreement to be true, complete and correct as of the times given and shall be liable for all obligations not satisfied or performed by the Company, (ii) all obligations, covenants, undertakings and agreements of the Preferred Backstop Investors to the Company shall apply only after the Company has been properly incorporated and formed in accordance with the Plan and (iii) the Company shall be deemed to give the representations and warranties with respect to itself and contained in Section 3 only on the Effective Date and on the date that it has been properly incorporated and formed in accordance with the Plan.

  • Independence of Covenants and Representations and Warranties All covenants hereunder shall be given independent effect so that if a certain action or condition constitutes a default under a certain covenant, the fact that such action or condition is permitted by another covenant shall not affect the occurrence of such default, unless expressly permitted under an exception to such initial covenant. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached shall not affect the incorrectness of or a breach of a representation and warranty hereunder.

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