REPRESENTATIONS AND WARRANTIES AS OF THE CLOSING DATE Sample Clauses

REPRESENTATIONS AND WARRANTIES AS OF THE CLOSING DATE. (a) The representations and warranties of Buyer and the Company shall be deemed to be reaffirmed in all material respects at and as of Closing Date as though made at and as of the Closing Date, except to the extent contemplated by this Agreement, and except to the extent such representations and warranties (i) speak as of the date hereof or a specified date (which representations and warranties shall be deemed to be reaffirmed in all material respects solely as of such date) or (ii) are already qualified by materiality, in which event such representations and warranties shall be deemed to be reaffirmed as of the appropriate date in all respects. (b) On the Closing Date, each of the Company and the Buyer shall deliver a certificate of an appropriate senior officer as to compliance with Section 9.1(a). (c) Not later than five (5) Business Days prior to the Closing, the Company and Buyer will each supplement or amend the Schedules relating to their respective representations and warranties in this Agreement in order to make such representations true and correct as of the Closing Date. Such supplemented or updated schedules shall not be deemed to cure (or affect the rights of any party with respect to) any breach of any representation or warranty made on the date hereof.
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REPRESENTATIONS AND WARRANTIES AS OF THE CLOSING DATE. Each of the representations and warranties made by the Shareholders hereunder shall be deemed to have been made again on and as of the Closing Date.
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REPRESENTATIONS AND WARRANTIES AS OF THE CLOSING DATE. As of the Closing Date, Sellers and Buyer shall, each represent and warrant that each of their statements in Section 1.7(a) or (b), as the case may be, shall be true and correct as of the Closing Date.
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REPRESENTATIONS AND WARRANTIES AS OF THE CLOSING DATE. Each of the representations and warranties made by the Seller hereunder shall be deemed to have been made again on and as of the Closing Date.
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REPRESENTATIONS AND WARRANTIES AS OF THE CLOSING DATE. Survival; ---------------------------------------------------------------- Material Breaches -----------------
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REPRESENTATIONS AND WARRANTIES AS OF THE CLOSING DATE. All of the representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects at the Closing Date as if made on the Closing Date. In the event of any change or event after date hereof which would cause any representation or warranty to be untrue as of the Closing, Seller shall supplement the Schedules to this Agreement prior to Closing. In the event any such supplement to the Schedules involves a material adverse impact on the Assets or the conduct of the business operations of Seller, Buyer may at its option elect not to close and the parties shall have no further obligations under this Agreement.
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REPRESENTATIONS AND WARRANTIES AS OF THE CLOSING DATE. All of the representations and warranties of Buyer set forth on this Agreement shall be true and correct in all material respects at the Closing Date as if made on the Closing Date.
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Related to REPRESENTATIONS AND WARRANTIES AS OF THE CLOSING DATE

  • Representations and Warranties True as of the Closing Date Buyer’s representations and warranties in this Agreement shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects as of the Closing Date as if made on the Closing Date, subject to changes expressly contemplated and permitted by this Agreement, except that representations and warranties made as of, or in respect of, only a specified date or period shall be true and correct in all material respects as of, or in respect of, such date or period.

  • Representations and Warranties on Closing Date The representations and warranties made in this Article III will be true and correct on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date, except that any such representations and warranties which expressly relate only to an earlier date shall be true and correct on the Closing Date as of such earlier date.

  • Representations and Warranties of the Vendor The Vendor hereby makes the following representations and warranties to the Purchaser and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and completing the Transaction:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER The Buyer represents and warrants to the Seller as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYERS The Buyers, jointly and severally, hereby represent and warrant to the Sellers as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE VENDORS The Vendors hereby represent and warrant to the Allottee as follows: (i) The Owners have marketable title with respect to the said Land on the basis of the several purchase deeds executed and registered in favour of the Owners, details whereof are mentioned in Schedule-H hereto and absolute, actual, physical and legal possession of the said Land for the Project; (ii) The Promoter has lawful rights and requisite approvals from the competent Authorities to carry out development of the Project; (iii) There are no encumbrances upon the said Land or the Project created by the Owners and the Promoter; (iv) There are no litigations pending against the Owners and Promoter before any Court of law or Authority with respect to the said Land, Project or the said Apartment; (v) All approvals, licenses and permits issued by the Corporation with respect to the Project, said Land and the said Apartment are valid and subsisting and have been obtained by following due process of law. Further, the Promoter has been and shall, at all times, remain to be in compliance with all applicable laws in relation to the Project, said Land, said Block and the said Apartment and Common Areas; (vi) The Vendors have the right to enter into this Agreement and have not committed or omitted to perform any act or thing whereby the right of the Allottee created herein, may prejudicially be affected. (vii) The Vendors have not entered into any agreement for sale or any other agreement/arrangement with any person or party with respect to the said Land including the Project and the said Apartment which will, in any manner, affect the rights of Allottee under this Agreement; (viii) The Vendors confirm that the Vendors are not restricted in any manner whatsoever from selling the said Apartment to the Allottee in the manner contemplated in this Agreement; (ix) At the time of execution of the conveyance deed the Promoter shall hand over lawful, vacant, peaceful, physical possession of the said Apartment to the Allottee; (x) The said Apartment is not the subject matter of any HUF and that no part thereof is owned by any minor and/or no minor has any right, title and claim over the said Apartment; (xi) The Promoter has duly paid and shall continue to pay and discharge all governmental dues, rates, charges and taxes and other monies, levies, impositions, premiums, damages and/or penalties and other outgoings, whatsoever, payable with respect to the said Land to the Corporation till the Completion Certificate is issued; (xii) No notice from the Government or any other local body or authority or any legislative enactment, government ordinance, order, notification (including any notice for acquisition or requisition of the said Apartment) has been received by or served upon the Promoter in respect of the said Land and/or the Project.

  • Representations and Warranties of the Investors Each of the Investors hereby severally, and not jointly, represents and warrants to the Company that:

  • Representations and Warranties of the Bank The Bank represents and warrants to the Fund that: 3.01 It is a trust company duly organized and existing and in good standing under the laws of the Commonwealth of Massachusetts. 3.02 It is duly qualified to carry on its business in the Commonwealth of Massachusetts. 3.03 It is empowered under applicable laws and by its Charter and By-Laws to enter into and perform this Agreement. 3.04 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 3.05 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • Representations and Warranties of the Purchaser As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:

  • Representations and Warranties of the Investor The Investor hereby represents and warrants to the Company that:

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