REPRESENTATIONS AND WARRANTIES OF SELLER WITH RESPECT TO THE COMPANY Sample Clauses

REPRESENTATIONS AND WARRANTIES OF SELLER WITH RESPECT TO THE COMPANY. Except as set forth on the Disclosure Schedules, as of the date hereof and as of the Closing, Seller represents and warrants to Buyer as follows:
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REPRESENTATIONS AND WARRANTIES OF SELLER WITH RESPECT TO THE COMPANY. Seller hereby represents and warrants to Purchaser that the following statements are true and correct as of the Signing Date:
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REPRESENTATIONS AND WARRANTIES OF SELLER WITH RESPECT TO THE COMPANY. Seller and the Company hereby represent and warrant to Buyer that the statements contained in this Section 2 are true and correct on the date hereof, and on the Closing Date as if made thereon; provided, however, Seller and the Company shall be permitted to update the Schedules in this Section 2 to the extent such update is not a material item and such update relates to an event occurring after the Effective Date. Notwithstanding the foregoing, any such updates shall not limit or otherwise foreclose Buyer’s rights pursuant to Section 10 of the Agreement with respect to Damages related to such updates. To the extent any of the statements contained in this Section 2 relate to the period of time prior to September 27, 2018 (the “Prior Period”), Seller and the Company represent and warrant to the Knowledge of Seller and the Company that such statements are true and correct on the date hereof, and on the Closing Date as if made thereon, with respect to the Prior Period:
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REPRESENTATIONS AND WARRANTIES OF SELLER WITH RESPECT TO THE COMPANY. Seller represents and warrants to Buyer that the statements contained in this ARTICLE IV are true and correct as of the date of this Agreement and as of the Closing Date (unless a specific date is set forth in such representation or warranty, in which case such representation or warranty must be true and correct as of such specific date), except in all cases as set forth in the Disclosure Schedules.
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REPRESENTATIONS AND WARRANTIES OF SELLER WITH RESPECT TO THE COMPANY. Subject to Sections 8.1, 8.2 and 10.1, and as provided in Section 10.11, except as set forth in the Seller Disclosure Schedule, Seller represents and warrants to Buyer as of the date of this Agreement and as of the Closing as follows (in each case giving effect to the Seller Disclosure Schedule as provided in Section 10.11):
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REPRESENTATIONS AND WARRANTIES OF SELLER WITH RESPECT TO THE COMPANY. Seller hereby represents and warrants to Purchaser that the statements set forth in this Article IV are true and correct as of the Closing Date. For avoidance of doubt, none of the representations and warranties herein concerning the Company and its Business are intended to encompass activities undertaken by, or other matters pertaining to, any Talent, including without limitation such Talent’s creation and dissemination of content on digital social media platforms or otherwise.
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Related to REPRESENTATIONS AND WARRANTIES OF SELLER WITH RESPECT TO THE COMPANY

  • Representations and Warranties of the Seller with Respect to the Receivables The Seller makes the following representations and warranties as to the Receivables on which the Issuer is deemed to have relied in acquiring the Receivables. Such representations and warranties speak as of the Cutoff Date and as of the Closing Date (unless, by its terms, a representation or warranty speaks specifically as of the Cutoff Date or the Closing Date, in which case, such representation or warranty speaks specifically as of such date only), but shall survive the sale, transfer and assignment of the Receivables to the Issuer, and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

  • REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PURCHASER The Purchaser hereby represents and warrants that, as of the Closing Date:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANIES To induce each Lender and the Agent to execute and deliver this Agreement, each Company represents, warrants and covenants that: (a) The execution, delivery and performance by each Company of this Agreement and all documents and instruments delivered in connection herewith have been duly authorized by all necessary corporate action required on its part, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Company enforceable against such Company in accordance with its terms except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (b) Except with respect to the Existing Events of Default, each of the representations and warranties set forth in the Transaction Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof. (c) Neither the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby or thereby does or shall contravene, result in a breach of, or violate (i) any provision of any Company’s corporate charter, bylaws, operating agreement or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) any mortgage, deed of trust, lease, agreement or other instrument to which any Company is a party, or by which any Company or its property is bound. (d) As of the date of this Agreement, except for the Existing Events of Default, no Event of Default has occurred or is continuing under this Agreement or any other Transaction Document. (e) The Agent’s and the Lender’s security interests in the Collateral continue to be valid, binding and enforceable first-priority security interests which secure the obligations under the Transaction Documents and no tax or judgment liens are currently on record against any Company. (f) Except with respect to the Existing Events of Default, any misrepresentation of a Company, or any failure of a Company to comply with the covenants, conditions and agreements contained in any agreement, document or instrument executed or delivered by any Company with, to or in favor of any Company shall constitute a Forbearance Default hereunder and an immediate Event of Default under the Financing Agreement. (g) The recitals in this Agreement are true and correct.

  • 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 THE SELLER PARTIES Each Seller Party hereby represents and warrants to the Agent and the Purchasers, as to itself, as of the date hereof and as of the date of each Incremental Purchase and the date of each Reinvestment that:

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

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

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

  • REPRESENTATIONS AND WARRANTIES OF THE SELLERS Each of the Sellers, jointly and severally, represents and warrants to the Buyer as follows:

  • Representations and Warranties of the Seller The Seller hereby represents and warrants to the Purchaser as follows:

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