No Change in Representations and Warranties Sample Clauses

No Change in Representations and Warranties. From the date hereof until the Closing Date, except with the prior written consent of Buyer, Seller shall not knowingly and intentionally (a) take or agree or commit to take any action that would make any representation or warranty of Seller hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date or (b) omit or agree or commit to omit to take any commercially reasonable action necessary to prevent any such representation or warranty from being inaccurate in any material respect at any such time.
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No Change in Representations and Warranties. From the date hereof until the Closing Date, except with the prior written consent of Seller, the Acquiring Companies shall not, if it would either separately or in the aggregate materially and adversely affect Buyer's ability to consummate the transactions contemplated by the Acquisition Agreements (a) take or agree or commit to take any action that would make any representation or warranty of either Acquiring Company hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date or (b) omit or agree or commit to omit to take any action necessary to prevent any such representation or warranty from being inaccurate in any material respect at any such time.
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No Change in Representations and Warranties. Seller shall represent and warrant on each applicable Closing Date that there have been no changes in the representations and warranties from the date of this Agreement until the applicable Closing Date that would have a material adverse effect upon the transaction.
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No Change in Representations and Warranties. There shall have been no material, adverse change in the warranties and representations made in the Documents by Parent or any Subsidiary which is a Borrower.
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No Change in Representations and Warranties. From the date hereof ------------------------------------------- until the Closing Date, except with the prior written consent of Seller, Buyer shall not, if it would either separately or in the aggregate materially and adversely affect Buyer's ability to consummate the transactions contemplated by this Agreement, (a) take or agree or commit to take any action that would make any representation or warranty of Buyer hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date or (b) omit or agree or commit to omit to take any action necessary to prevent any such representation or warranty from being inaccurate in any material respect at any such time.
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Related to No Change in Representations and Warranties

  • Certain Representations and Warranties Each of the parties hereto represents and warrants to the other that, as of the date hereof; this Agreement has been duly and validly authorized by all necessary action (corporate, limited liability company or otherwise) on the part of such party, has been duly executed and delivered by such party and constitutes the valid and legally binding obligation of such party, enforceable against such party in accordance with its terms and conditions.

  • Ongoing Representations and Warranties If, at any time during the term of this Agreement, it discovers any fact or omission, or any event or change of circumstances has occurred, which would make any of its representations and warranties herein inaccurate or incomplete in any material respect, it will provide prompt written notification to the Sub-Adviser of such fact, omission, event, or change of circumstance, and the facts related thereto. The Adviser agrees that it will provide prompt notice to the Sub-Adviser in the event that: (i) the Adviser makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, or is otherwise adjudged bankrupt or insolvent by a court of competent jurisdiction; or (ii) a material event occurs that could reasonably be expected to adversely impact the Adviser’s ability to perform this Agreement.

  • Special Representations and Warranties Without in any way limiting the other representations and warranties set forth in this Agreement, and after reasonable investigation and inquiry, Borrower hereby specially represents and warrants to the best of Borrower’s knowledge as of the date of this Agreement as follows:

  • Continuing representations and warranties The Borrower represents and warrants to the Bank that:

  • Investment Representations and Warranties The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the 1933 Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

  • Reaffirm Existing Representations and Warranties Each representation and warranty of Borrower contained in the Credit Agreement and the other Loan Papers is true and correct on the date hereof and will be true and correct after giving effect to the amendments set forth in Section 1 hereof.

  • Covenants, Representations and Warranties The General Partner covenants, represents and warrants that the following are presently true, will be true at the time of each Capital Contribution payment made by the Limited Partner and will be true during the term of this Agreement, to the extent then applicable.

  • Seller Representations and Warranties The Seller represents and warrants to the Purchaser as of the Closing Date:

  • Company Representations and Warranties The Company represents and warrants to and agrees with each Subscriber that:

  • Buyer Representations and Warranties The Buyer represents and warrants to the Company and Seller that:

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