Performance and Representations and Warranties Sample Clauses

Performance and Representations and Warranties. As of the Closing Date, (i) the BRI Partnership shall have performed or complied with, in all material respects, all of the BRI Partnership covenants, agreements and obligations under this Agreement, (ii) the BRI Partnership shall have delivered the BRI Partnership Closing Documents and (iii) all of the BRI Partnership representations and warranties set forth in this Agreement shall be true and correct, in all material respects, as of the Closing Date.
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Performance and Representations and Warranties. As of the Closing Date, (i) the Transferor Partners and the Transferor Partnership shall have performed or complied with, in all material respects, all of their respective covenants, agreements and obligations under this Agreement, (ii) the Transferor Partners shall have delivered the Transferor Partners Closing Documents and (iii) all of the representations and warranties of the Transferor Partnership and the Transferor Partners set forth in this Agreement shall be true and correct, in all material respects, as of the Closing Date.
Performance and Representations and Warranties. As of the Closing Date, (i) the Transferor Partners, the Transferor Partnership and the Borrower Corporate General Partner shall have performed or complied with, in all material respects, all of their respective covenants, agreements and obligations under this Agreement, (ii) the Transferor Partners shall have delivered the Transferor Partners Closing Documents, (iii) the Borrower Corporate General Partner shall have delivered all of the Borrower Partnership Closing Documents and (iv) all of the representations and warranties of the Transferor Partnership, the Transferor Partners and the Borrower Corporate General Partner set forth in this Agreement shall be true and correct, in all material respects, as of the Closing Date.
Performance and Representations and Warranties. As of the Closing Date, (i) the Transferor Corporation shall have performed or complied with, in all material respects, all of its covenants, agreements and obligations under this Agreement, (ii) the Transferor Corporation shall have delivered the Transferor Corporation Closing Documents and (iii) all of the representations and warranties of the Transferor Corporation set forth in this Agreement shall be true and correct, in all material respects, as of the Closing Date.

Related to Performance and Representations and Warranties

  • 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.

  • 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:

  • 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.

  • 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.

  • 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.

  • Employee’s Representations and Warranties Employee represents, warrants, covenants, understands and agrees that: (i) Employee is free to enter into this Agreement; (ii) Employee is not obligated or a party to any engagement, commitment or agreement with any person or entity that will, does or could conflict with or interfere with Employee's full and faithful performance of this Agreement, nor does Employee have any commitment, engagement or agreement of any kind requiring Employee to render services or preventing or restricting Employee from rendering services or respecting the disposition of any rights or assets that Employee has or may hereafter acquire or create in connection with the Services and the results thereof; (iii) other than as required by law, Employee shall not at any time divulge, directly or indirectly, any of the terms of this Agreement to any person or entity other than Employee's legal counsel; (iv) Employee shall not use any material or content of any kind in connection with Employer's products, software or website that is copyrighted or owned or licensed by a party other than Employer or that would or could infringe the rights of any other party; (v) Employee shall not use in the course of Employee's performance under this Agreement, and shall not disclose to Employer, any confidential information belonging, in part or in whole, to any third party; (vi) EMPLOYEE UNDERSTANDS ALL OF THE TERMS OF THIS "AT WILL" EMPLOYMENT AGREEMENT, AND HAS REVIEWED THIS AGREEMENT FULLY AND IN DETAIL PRIOR TO AGREEING TO EACH AND ALL OF THE PROVISIONS HEREOF; and (vii) no statement, representation, promise, or inducement has been made to Employee, in connection with the terms of this Agreement, the execution hereof or otherwise, except as is expressly set forth in 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:

  • Your Representations and Warranties You represent and warrant to the Company that:

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

  • Nature of Representations and Warranties The representations and warranties set forth in this Section 3.08, insofar as they involve conclusions of law, are made not on the basis that the Seller purports to be a legal expert or to be rendering legal advice, but rather to reflect the parties’ good faith understanding of the legal basis on which the parties are entering into this Agreement and the other Basic Documents and the basis on which the Holders are purchasing the Recovery Bonds, and to reflect the parties’ agreement that, if such understanding turns out to be incorrect or inaccurate, the Seller will be obligated to indemnify the Issuer and its permitted assigns (to the extent required by and in accordance with Section 5.01), and that the Issuer and its permitted assigns will be entitled to enforce any rights and remedies under the Basic Documents, on account of such inaccuracy to the same extent as if the Seller had breached any other representations or warranties hereunder.

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