REPRESENTATIONS AND WARRANTIES OF OMEGA AND THE DIRECT SELLERS Sample Clauses

REPRESENTATIONS AND WARRANTIES OF OMEGA AND THE DIRECT SELLERS. Except as set forth in the corresponding section of the disclosure letter delivered to the Buyer Parties by Omega and the Direct Sellers at the execution of this Agreement (the “Disclosure Letter”), each of Omega and each Direct Seller, as applicable, represents and warrants to the Buyer Parties (a) as of the date hereof and as of the US/NL Closing Date (solely to the extent such representations and warranties relate to the US Company, the NL Company and their Subsidiaries (for the avoidance of doubt, excluding the Company Joint Venture Entities) and disregarding the first sentence of Section 8.3(b)) (or in the case of representations and warranties that speak of a specified date, as of such specified date), or (b) as of the date hereof and as of the JV Holdco Closing Date (solely to the extent such representations and warranties relate to the Company Joint Venture Entities (giving effect to Section 8.3(b)) (for the avoidance of doubt, excluding the US Company, the NL Company and their Subsidiaries)) (or in the case of representations and warranties that speak of a specified date, as of such specified date) that:
Sample 1
AutoNDA by SimpleDocs

Related to REPRESENTATIONS AND WARRANTIES OF OMEGA AND THE DIRECT SELLERS

  • NOW, THEREFORE the parties hereto agree as follows:

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:

  • Entire Agreement This DPA and the Service Agreement constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Definitions For purposes of this Agreement:

  • Assignment This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!