REPRESENTATIONS AND WARRANTIES OF BUYER AND VANGUARD Sample Clauses

REPRESENTATIONS AND WARRANTIES OF BUYER AND VANGUARD. Except as disclosed in the Schedules, each of Buyer and Vanguard make the following representations and warranties to Seller on and as of the Effective Date and shall be deemed to make them again at and as of the Closing Date:
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REPRESENTATIONS AND WARRANTIES OF BUYER AND VANGUARD. Buyer and Vanguard make the following representations and warranties to Sellers and the Foundation on and as of the Effective Date and shall be deemed to make them again at and as of the Closing Date. Buyer and Vanguard represent and warrant to Sellers and the Foundation as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER AND VANGUARD. 37 4.1 Organization 37 4.2 Corporate Powers; Consents; Absence of Conflict, Etc 38 4.3 Binding Agreement 38 4.4 Brokers and Finders 38 4.5 Compliance with Government Programs 38 4.6 Litigation and Proceedings 38 4.7 Bankruptcy 39 4.8 Availability of Funds 39 4.9 Vanguard’s Securities Filing and Financial Statements 39 4.10 Due Diligence 39 4.11 Principal Credit Agreement 40 4.12 Full Disclosure 40 ARTICLE 5 COVENANTS AND AGREEMENTS OF SELLER 40 5.1 Operations 40 5.2 Negative Covenants 41 5.3 Buyer Access to and Provision of Additional Information 42 5.4 Insurance Ratings 44 5.5 Consent of Others 44 5.6 Seller’s Efforts to Close 44 5.7 Employee Terminations 44 5.8 Seller Termination of 403(b) Plan 44 5.9 Reportable Events 45 5.10 No Shop 45 5.11 Survival of Covenants 45 5.12 Premier 45 5.13 Xxxxxx Professional Office Building 45 5.14 Severance, Vacation and CTO Policies 46

Related to REPRESENTATIONS AND WARRANTIES OF BUYER AND VANGUARD

  • REPRESENTATIONS AND WARRANTIES OF BUYERS Buyers represent and warrant to Sellers as follows:

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

  • REPRESENTATIONS AND WARRANTIES OF BUYER AND PARENT Each of Buyer and Parent represents and warrants with respect to itself to Sellers as follows:

  • Representations and Warranties of Both Parties On the Execution Date, each Party represents and warrants to the other Party that: It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; Except for CPUC Approval in the case of Buyer, it has or will timely acquire all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; The execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; This Agreement constitutes its legally valid and binding obligation, enforceable against it in accordance with its terms; It is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; There is not pending or, to its knowledge, threatened against it, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; It (i) is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement.

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER Parent and Purchaser represent and warrant to the Company 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 Parties A. Redeveloper represents and warrants to City as follows:

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

  • REPRESENTATIONS AND WARRANTIES OF SELLERS Sellers represent and warrant to Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS Each of the Contributors, severally and not jointly, solely as to itself and not as to any other Contributor, hereby represents and warrants to the Purchaser and ATA as follows:

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