REPRESENTATIONS AND WARRANTIES OF SELLER AND SELLER MEMBERS Sample Clauses

REPRESENTATIONS AND WARRANTIES OF SELLER AND SELLER MEMBERS. As an inducement to Buyer to enter into this Agreement, each of Seller and the Seller members, jointly and severally, hereby represents and warrants to Buyer on the date hereof and as of the Closing Date as follows in this Article V. The representations and warranties set forth in this Article V shall be unaffected by any investigation by Buyer, or the actual or imputed knowledge of Buyer, other than as specifically set forth in the disclosure schedules attached hereto.
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REPRESENTATIONS AND WARRANTIES OF SELLER AND SELLER MEMBERS. The representations and warranties of Seller and Seller Members contained herein, shall be true and correct in all material respects (provided that any of such representations and warranties that are qualified as to materiality shall be true, correct and complete in all respects) as of the Closing Date.
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REPRESENTATIONS AND WARRANTIES OF SELLER AND SELLER MEMBERS. Seller and Seller Members, jointly and severally (subject to Section 10.6), represent and warrant to Parent and Buyer that the statements contained in this Article III are true and correct, except as specifically set forth herein or in the correspondingly numbered section of the disclosure schedule delivered by Seller to Parent and Buyer and dated as of the date of this Agreement (the “Seller Disclosure Letter”).
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REPRESENTATIONS AND WARRANTIES OF SELLER AND SELLER MEMBERS. Seller and the Seller Members acknowledge that Buyer is relying on the accuracy of the representations and warranties contained in this Article 3 and that such representations and warranties are given in order to induce Buyer to enter into this Agreement and consummate the Contemplated Transactions. Accordingly, as between Seller and the Seller Members, collectively, both jointly and severally represent and warrant to Buyer, and, as among the Seller Members, each severally represents and warrants to Buyer, as follows:
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REPRESENTATIONS AND WARRANTIES OF SELLER AND SELLER MEMBERS. As a material inducement to the Buyer to enter into this Agreement, the Seller and the Seller Members represent, warrant, and covenant to the Buyer that each and all of the representations, warranties and statements made by the Seller and/or the Seller Members in this Agreement (including, but not limited to, the following representations and warranties in this Article 5) are true, correct and complete as of the date of this Agreement and shall be true, correct and complete as of the Closing Date. The representations and warranties of the Seller are based on the Seller’s Knowledge.
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Related to REPRESENTATIONS AND WARRANTIES OF SELLER AND SELLER MEMBERS

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

  • REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES Each Seller Party hereby jointly and severally represents and warrants to the Purchasers as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANY Seller and the Company jointly and severally represent and warrant to the Purchaser that:

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

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

  • Representations and Warranties of the Seller and the Purchaser (a) The Seller hereby represents and warrants to the Purchaser as of the date of this Agreement that:

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

  • Seller’s Representations and Warranties Seller represents and warrants to Purchaser that:

  • Seller Representations and Warranties The Seller represents and warrants to the Purchaser as of the Closing Date: (a) The Seller is a New York corporation, validly existing and in good standing under the laws of the State of New York, and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller; (b) The Seller has the power and authority to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms; (c) The Seller is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date; (d) The execution, delivery, and performance of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which the Seller is a party or by which the Seller may be bound; and (e) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations and warranties in this Section shall survive the transfer of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breach.

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER Parent and Purchaser represent and warrant to the Company as follows:

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