Original Representations and Warranties Sample Clauses

Original Representations and Warranties. To induce Lender to enter into this Agreement, Borrower represents and warrants to Lender as follows:
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Original Representations and Warranties. The representations and warranties of the Buyer contained in the Original Agreement were true and accurate when made and Seller is in compliance with its duties and obligations set forth in the Original Agreement as of the date hereof.
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Original Representations and Warranties. After giving effect to the provisions of this Amendment, the representations and warranties of the Company set forth in Article 4 of the Credit Agreement and in each of the Prior Amendments remain true and correct as of the date hereof as if such representations and warranties had been made by the Company as of the date hereof.
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Original Representations and Warranties. To induce the Banks to enter into this Agreement, each of the Borrowers jointly and severally represents and warrants to the Banks as follows:
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Original Representations and Warranties. To induce the Bank to enter into this Agreement, the borrower represents and warrants to the Bank as follows:
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Original Representations and Warranties. 10 5.2. Continuing Representations and Warranties...................12 5.3. Survival....................................................12
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Original Representations and Warranties. 3.2.1 It is acknowledged by the parties to this Agreement that the representations and warranties set out in Schedule 5 of this Agreement were given and made by the Borrower on or about the Completion Date and, subject to Clause 2 of the First Variation and Restatement Agreement and Clause 2 of the Second Variation and Restatement Agreement are not, nor shall they be deemed to be given, by the Borrower at any time thereafter.
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Original Representations and Warranties. 1. The representations and warranties contained in Articles V and VI of the Agreement, as amended by the First Amendment and the Second Amendment, shall continue to be deemed to be made as of March 14, 2001 and shall not, by reason of the First Amendment or the Second Amendment or otherwise, be deemed to have been made or remade at any later date (including the date of the First Amendment or the Second Amendment); provided, however, that the foregoing shall not affect the requirement that, as conditions to the Closing, the parties deliver at or prior to the Closing the certificates contemplated by Sections 9.5 and 10.5 of the Agreement, or the effectiveness of such certificates.
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Original Representations and Warranties. In addition to any other representation and warranties contained herein, the Executive represented and warranted as of the effective date of the Prior Agreement that the representations and warranties made by the Executive in the Acquisition Documents (as defined below) do not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading and such representations and warranties shall continue to survive notwithstanding the termination of the Prior Agreement. The term “Acquisition Documents” shall mean the Investment Agreement, dated as of May 1, 2003 among U.N. Holdings LLC, Wind River Investment Corporation and Those Trusts Listed on Schedule A (the “Investment Agreement”), the Stockholders Agreement, dated as of May 1, 2003 among Wind River Investment Corporation and The Stockholders Listed on the Signature Pages (the “Shareholders Agreement”), and all attachments, exhibits and other documents appended thereto (including the “Disclosure Letter” as defined in the Investment Agreement), as amended from time to time.
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Related to Original Representations and Warranties

  • Additional Representations and Warranties The representations and warranties regarding creation, perfection and priority of security interests in the Receivables, which are attached to this Agreement as Exhibit C, are true and correct to the extent they are applicable.

  • General Representations and Warranties To induce Agent and Lenders to enter into this Agreement and to make available the Commitments, Loans and Letters of Credit, each Obligor represents and warrants that:

  • Mutual Representations and Warranties Each Party hereby represents and warrants to the other Party as follows:

  • 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:

  • Reciprocal Representations and Warranties The Seller/Servicer and Residential Funding each represents and warrants to the other that as of the date of this Contract:

  • No Additional Representations and Warranties Except as otherwise expressly provided in this Article IV (as modified by the Company Schedules), the Company expressly disclaims any representations or warranties of any kind or nature, express or implied, including as to the condition, value or quality of the Company or the Company’s assets, and the Company specifically disclaims any representation or warranty with respect to merchantability, usage, suitability or fitness for any particular purpose with respect to the Company’s assets, or as to the workmanship thereof, or the absence of any defects therein, whether latent or patent, it being understood that such subject assets are being acquired “as is, where is” on the Closing Date, and in their present condition, and Acquiror and Merger Sub shall rely on their own examination and investigation thereof. None of the Company’s Affiliates or any of their respective directors, officers, employees, stockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to Acquiror or its Affiliates, and no such party shall be liable in respect of the accuracy or completeness of any information provided to Acquiror or its Affiliates.

  • 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.

  • Additional Representation and Warranty The parties hereby warrant that neither party shall knowingly insert into any interface, other software, or other program provided by such party to the other hereunder, or accessible on the Electronic Services site or Trust’s web site(s), as the case may be, any “back door,” “time bomb,” “Trojan Horse,” “worm,” “drop dead device,” “virus” or other computer software code or routines or hardware components designed to disable, damage or impair the operation of any system, program or operation hereunder. For failure to comply with this warranty, the non-complying party shall immediately replace all copies of the affected work product, system or software. All costs incurred with replacement including, but not limited to, cost of media, shipping, deliveries and installation, shall be borne by such party.

  • 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.

  • FUND REPRESENTATIONS AND WARRANTIES Each Fund hereby represents and warrants that (a) it is duly organized and validly existing in good standing in its jurisdiction of organization; (b) it has the requisite power and authority under applicable law and its organic record to enter into and perform this Agreement; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) no legal or administrative proceedings have been instituted or threatened which would materially impair the Fund’s ability to perform its duties and obligations under this Agreement; and (e) its entering into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Fund or any law or regulation applicable to it.

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