MANAGEMENT WARRANTIES Sample Clauses

MANAGEMENT WARRANTIES. 4.1 Each Warrantor, severally (and not jointly or jointly and severally) warrants to the Buyer that each Management Warranty set forth in this Deed is true and accurate as at the date of this Deed and as of the Completion Date.
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MANAGEMENT WARRANTIES. In this Schedule, words and expressions defined and interpretations included in clause 1 of the SPA have the same meanings and interpretations, unless the context requires otherwise. Environment means air (including air within any building or other natural or man-made structure whether above or below ground), water (including surface waters, underground waters, groundwater, coastal and inland waters and water within any natural or man-made structure), land (including land under water, surface land and sub-surface land), flora, fauna, ecosystems and man Environmental Law means any and all applicable laws and international and EU treaties and by-laws, statutory guidance notes, codes of practice, circulars, decisions and/or judgments concerning the pollution or protection of the Environment which are in force and legally binding on the relevant Group Company as at the date of this Agreement Event means any event, act, transaction or omission
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MANAGEMENT WARRANTIES. 2.1 All facts contained in each of the Vendor Due Diligence Reports were, on the date on which each such Vendor Due Diligence Report was issued, accurate in all material respects (and where any matter is attributed in the Vendor Due Diligence Reports to the management of the Group or preceded or qualified in the Vendor Due Diligence Reports by the words “we have been informed by management that” or similar words, such matter shall be deemed to be a reference to the factual information contained in that Vendor Due Diligence Report, for the purposes of this paragraph 2.1) and the information contained in the Q&A spreadsheet which is document 2.15.16 in the Data Room is not misleading in any material respect.
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MANAGEMENT WARRANTIES. 8.1 Each of the Senior Managers severally warrants to the Initial Investors that, where the statement in the Management Warranty is a statement of fact, the facts stated in the Management Warranty are, so far as he is actually aware, true at the date of this Agreement and, where the statement in the Management Warranty is a statement of opinion, the opinion expressed in the Management Warranty was his actual opinion at the date of this Agreement. The Senior Managers, when considering whether a fact is true or opinion validly held, have made enquiry only of Kirstie Hallgate, Chrix Xxxxxxx, xxe Managers and the functional heads of manufacturing and services.
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Related to MANAGEMENT WARRANTIES

  • Client Warranties Client covenants, represents, and warrants that:

  • Account Warranties With respect to Accounts of any Borrower scheduled, listed or referred to on any Accounts Trial Balance as Eligible Accounts or which such Borrower wants Agent to consider as Eligible Accounts, such Borrower warrants and represents to Agent and Lenders that (except as to an aggregate amount of Accounts of all Borrowers not to exceed $250,000 at any time): (i) they are genuine, are in all respects what they purport to be, and are not evidenced by a judgment; (ii) they represent undisputed, bona fide transactions, completed in accordance with the terms and provisions contained in the documents, if any, delivered to Agent and Lenders with respect thereto; (iii) to the best of such Borrower's knowledge the amounts shown on the respective Accounts Trial Balance, such Borrower's books and records and all invoices and statements which may be delivered to Agent and Lenders with respect thereto are actually and absolutely owing to such Borrower and are not in any way contingent; (iv) no payments have been or shall be made thereon except payments immediately (except for payments directed to such Borrower in which event such Borrower shall hold such payments in trust as provided in Subsection 3.6 and so deposit them within one Business Day of such Borrower's receipt thereof) deposited into Lock Box Accounts (as hereinafter defined) or Blocked Accounts (as hereafter defined) or delivered to Agent pursuant to this Agreement; (v) to the best of such Borrower's knowledge there are no setoffs, counterclaims or disputes existing or asserted with respect thereto (except to the extent deducted from the amount of the relevant Account in determining the amount of the relevant Eligible Account) and such Borrower has not made any agreement with any Account Debtor for any deduction therefrom except a discount or allowance allowed by such Borrower in the ordinary course of its business for prompt payment; (vi) to the best of such Borrower's knowledge there are no facts, events or occurrences which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder as shown on the Accounts Trial Balance, such Borrower's books and records and all invoices and statements delivered to Agent with respect thereto; (vii) to the best of such Borrower's knowledge, all Account Debtors have the capacity to contract and are solvent; (viii) the services furnished and/or goods sold giving rise thereto are not subject to any Lien or claim except that of Agent and except as specifically permitted in Subsection 8.1 below; (ix) such Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility thereof; and (x) to the best of such Borrower's knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor which might result in any material adverse change in such Account Debtor's financial condition. Each Borrower agrees to notify Agent with respect to any Accounts (except as to Accounts not to exceed $250,000 in the aggregate for all Borrowers at any time outstanding) scheduled on the Accounts Trial Balance with respect to which the warranties in this Subsection 3.3 are not true and which such Borrower, therefore, does not want Agent to consider as Eligible Accounts.

  • Representation, Warranties and Agreements of Portfolio Manager Portfolio Manager represents and warrants that:

  • Representations, Warranties and Agreements of the Partnership Parties The Partnership Parties represent, warrant and agree that:

  • REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER The Adviser represents, warrants and agrees that:

  • Representations, Warranties and Agreements of the Fund The Fund represents, warrants and agrees that:

  • Representations, Warranties and Agreements of the Purchaser The Purchaser hereby represents and warrants to, and agrees with, the Company as follows:

  • Representations, Warranties, Covenants and Agreements of the Debtors Except as set forth under the corresponding section of the disclosure schedules delivered to the Secured Parties concurrently herewith (the “Disclosure Schedules”), which Disclosure Schedules shall be deemed a part hereof, each Debtor represents and warrants to, and covenants and agrees with, the Secured Parties as follows:

  • Representations, Warranties and Agreements of the Selling Stockholders Each Selling Stockholder, severally and not jointly, represents, warrants and agrees that:

  • Representations, Warranties and Agreements of the Company The Company represents, warrants and agrees that:

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