Representations and Warranties Deemed Modified; Survival Sample Clauses

Representations and Warranties Deemed Modified; Survival. (i) Notwithstanding anything to the contrary contained in this Agreement, the Seller Parties’ representations and warranties shall be automatically modified without any action or acknowledgment by Purchaser or the Seller Parties, without being deemed to be a default by the Seller Parties and without resulting in Purchaser having the right to terminate this Agreement, to the extent of the inaccuracy or breach of any representation or warranty of a Seller Party hereunder, to the extent such inaccuracy or breach (1) is actually known by Purchaser or its Representatives prior to the date hereof, (2) is included in, or discoverable by review of, the Leases or any other due diligence materials actually delivered to or made available for review by Purchaser prior to the date hereof, including the Data-Room, (3) arises due to an act by a Seller Party not prohibited by this Agreement, (4) arises due to an act required to be taken by a Seller Party pursuant to this Agreement, (5) arises from the act or omission of Purchaser or its Representatives, or (6) arises from an act or omission that was consented to by Purchaser in writing.
Sample 1
AutoNDA by SimpleDocs

Related to Representations and Warranties Deemed Modified; Survival

  • Representations and Warranties to Survive Unless otherwise provided, all of the representations and warranties contained in this Agreement and in any certificate, exhibit or other document delivered pursuant to this Agreement shall survive the Closing for a period of two (2) years. No investigation made by any party hereto or their representatives shall constitute a waiver of any representation or warranty, and no such representation or warranty shall be merged into the Closing.

  • Representations and Warranties by You You represent and warrant that:

  • REPRESENTATIONS AND WARRANTIES TO SURVIVE DELIVERY All representations, warranties and covenants contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter, or by or on behalf of the Company, its officers or directors or any person controlling the Company, and shall survive the acceptance of and payment for any of the Securities.

  • Certain Representations and Warranties of DST DST represents and warrants to the Fund that:

  • Additional Representations and Warranties of the Seller (a) The Seller shall be deemed to represent to the Purchaser and to any Depositor, as of the date on which information is first provided to the Purchaser or any Depositor under Subsection 34.03 that, except as disclosed in writing to the Purchaser or such Depositor prior to such date: (i) the Seller is not aware and has not received notice that any default, early amortization or other performance triggering event has occurred as to any other securitization due to any act or failure to act of the Seller; (ii) the Interim Servicer has not been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; (iii) no material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Interim Servicer as servicer has been disclosed or reported by the Seller; (iv) no material changes to the Interim Servicer's policies or procedures with respect to the servicing function it will perform under the Interim Servicing Agreement and any Reconstitution Agreement for mortgage loans of a type similar to the Mortgage Loans have occurred during the three-year period immediately preceding the related Securitization Transaction; (v) there are no aspects of the Interim Servicer's financial condition that could have a material adverse effect on the performance by the Interim Servicer of its servicing obligations under the Interim Servicing Agreement or any Reconstitution Agreement; (vi) there are no material legal or governmental proceedings pending (or known to be contemplated) against the Seller, Interim Servicer, any Subservicer or any Third-Party Originator; and (vii) there are no affiliations, relationships or transactions relating to the Seller, Interim Servicer, any Subservicer or any Third-Party Originator with respect to any Securitization Transaction and any party thereto identified by the related Depositor of a type described in Item 1119 of Regulation AB.

  • Representations and Warranties of Party B 5.1 Party B is the legal owner of the Equity Interest.

  • Representations and Warranties of Party A Party A hereby represents and warrants as follows:

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • REPRESENTATIONS AND WARRANTIES BY BUYER Buyer represents and warrants to Seller as follows:

  • Representations and Warranties by Employee Employee represents and warrants to the Company that the execution and delivery by Employee of this Agreement do not, and the performance by Employee of Employee’s obligations hereunder will not, with or without the giving of notice or the passage of time, or both: (a) violate any judgment, writ, injunction, or order of any court, arbitrator, or governmental agency applicable to Employee or (b) conflict with, result in the breach of any provisions of or the termination of, or constitute a default under, any agreement to which Employee is a party or by which Employee is or may be bound.

Time is Money Join Law Insider Premium to draft better contracts faster.