Nature of the Representations Sample Clauses

Nature of the Representations. For purposes of this Offer, the information contained in the Exhibits, in the certificates and in any other documents attached hereto, as well as the representations and warranties made herein, shall be further construed as representations and warranties made in this Offer by Sellers or by Purchasers, as the case may be. The information provided by Sellers in this Offer, Exhibits, certificates and other documents attached hereto and all investigations, research and inspections performed or to be performed by Purchaser, and the results thereof, shall not limit or reduce the liability and obligation to indemnify Sellers’ Damages arising from their representations, warranties and other obligations hereunder pursuant to the provisions set forth in Section 5.02 of this Offer.
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Nature of the Representations. To this Offer effect, the contain of all the Annexes, certificates and other documents incorporated herein, beside the representations and warranties made in this Offer, shall constitute likewise, representations and warranties made in this Offer by the Sellers, or by the Purchasers, as the case may be. The Recorded Liabilities entered by the Sellers as well as the investigations, studies and inspections carried out, or to be carried out by the Purchasers and the results of it, shall not limit nor reduce the liability and obligation of indemnifying the Sellers Damages for its representations, warranties and other obligations herein under the terms set forth in the Article 5.02 of this Offer, except for the Discounted Liabilities. In the case of Discounted Liabilities, it is understood and agreed that the obligation of indemnifying in charge of the Sellers for the amounts effectively discounted shall not govern, being that if eventually the Purchasers and/or the Company had to pay amounts in excess of the Discounted Liabilities, said amounts in excess shall be considered as Damages or Indemnifiable Liabilities.
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Related to Nature of the Representations

  • Survival of the Representations and Warranties All representations and warranties made by any Party shall survive for two years and shall terminate and be without further force or effect on the second anniversary of the Closing Date. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representations or warranty and such claims shall survive until finally resolved.

  • The Adviser’s Representations The Adviser represents, warrants and agrees that:

  • Purchaser's Representations Purchaser represents and warrants to Seller as follows:

  • Purchaser Representations In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows:

  • Exclusive Representations Except as set forth in this Article 3, the Company makes no other representation or warranty of any kind, express or implied, and each of MAMP Parties acknowledges that it has not relied upon any other such representation or warranty

  • Representations of the Purchasers Each of the Purchasers severally represents and warrants to the Company as follows:

  • Untrue Representations Each Party shall promptly notify the other Party in writing if such notifying Party becomes aware of any fact or condition that makes untrue, or shows to have been untrue, any schedule or any other information furnished to the other Party or any representation or warranty made in or pursuant to this Agreement or that results in the notifying Party’s failure to comply with any covenant, condition or agreement contained in this Agreement.

  • Representations and Warranties of the Placement Agent The Placement Agent represents and warrants to the Company as follows:

  • Purchaser Representation Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof, has no present intention of distributing any of such Securities and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

  • REPRESENTATIONS OF THE PLACEMENT AGENT The Placement Agent represents and warrants that it (i) is a member in good standing of FINRA, (ii) is registered as a broker/dealer under the Exchange Act, (iii) is licensed as a broker/dealer under the laws of the United States of America, applicable to the offers and sales of the Placement Agent Securities by the Placement Agent, (iv) is and will be a corporate body validly existing under the laws of its place of incorporation, (v) has full power and authority to enter into and perform its obligations under this Agreement. The Placement Agent will immediately notify the Company in writing of any change in its status with respect to subsections (i) through (v) above. The Placement Agent covenants that it will use its reasonable best efforts to conduct the Placement hereunder in compliance with the provisions of this Agreement and the requirements of applicable law.

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