Representations and Warranties True, Correct and Complete Sample Clauses

Representations and Warranties True, Correct and Complete. Each of ASkyB, News Corporation and MCI represents and warrants to Seller that the statements contained in this Section 4 that are qualified by reference to materiality or a material adverse effect are true, correct and complete as of the date of this Agreement and will be true, correct and complete as of the Closing Date and all other statements in this Section 4 that are not so qualified are true, correct and complete in all material respects as of the date of this Agreement and will be true, correct and complete in all material respects as of the Closing Date except, in each case, (i) for such representations and warranties that are expressly made as of the date of this Agreement, in which case such representations and warranties need only to be true, correct and complete on and as of the date of this Agreement, (ii) for such representations and warranties that are expressly made as of an earlier date, in which case such representations and warranties need only to be true, correct and complete on and as of such earlier date and (iii) as disclosed in a document referring specifically to the representations and warranties in this Section 4 which has been delivered by the Transferors to Seller on or prior to the date hereof (the "Transferor Disclosure Schedule"). Nothing in the Transferor Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein unless the Transferor Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty itself solely addresses the existence of the document or other item). The Transferor Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section.
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Representations and Warranties True, Correct and Complete. Borrower’s representations and warranties contained in Article 3 of this Agreement and in each and every other Loan Document shall be true, correct and complete as of the date of execution hereof, the date of Closing, or the date of any disbursement of monies pursuant to this Agreement and the Loan Documents, and shall survive the same and shall be true, correct and complete thereafter, so long as any Indebtedness exists hereunder or in connection herewith.
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Representations and Warranties True, Correct and Complete. The representations and warranties made by the Company and GHK in Section 5 hereof, and the representations and warranties of the other Investor in Section 6 hereof, shall be true and correct and complete with respect to the subject covered therein when made, and shall be true and correct and complete as of the date of the Closing with the same force and effect as if they had been made on and as of such date, subject to changes contemplated by this Agreement.
Sample 1
Representations and Warranties True, Correct and Complete. Primestar represents and warrants to each of News, MCI and ASkyB that the statements contained in this Section 6 are true, correct and complete as of the date of this Agreement, except as disclosed in a document referring specifically to the representations and warranties in this Section 6 which has been delivered by Primestar to each of News, MCI and ASkyB on or prior to the date hereof (the "Primestar Disclosure Schedule"). Nothing in the Primestar Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein unless the Primestar Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item in one section as an exception to a representation or warranty shall not be deemed adequate to disclose an exception to a representation or warranty made in another section unless so specifically stated in such second section. The Primestar Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section.
Sample 1
Representations and Warranties True, Correct and Complete. Each --------------------------------------------------------- of News, MCI and ASkyB represents and warrants to Primestar that the statements contained in this Section 7 are true, correct and complete as of the date of this Agreement, except as disclosed in a document referring specifically to the representations and warranties in this Section 7 which has been delivered by ASkyB to Primestar on or prior to the date hereof (the "ASkyB Disclosure Schedule"). Nothing in the ASkyB Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein unless the ASkyB Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item in one section as an exception to a representation or warranty shall not be deemed to disclose an exception to a representation or warranty made in another section unless so specifically stated in such second section. The ASkyB Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section. 7.2 Organization of News, MCI and ASkyB. News is a corporation duly ----------------------------------- organized under the laws of the State of South Australia, Australia. MCI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. ASkyB is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.
Sample 1
Representations and Warranties True, Correct and Complete. The representations and warranties made by the Company in Section 3 hereof shall be true and correct and complete when made, and shall be true and correct and complete as of the date of the Closing with the same force and effect as if they had been made on and as of such date, subject to changes contemplated by this Agreement.
Sample 1
Representations and Warranties True, Correct and Complete. The representations and warranties of the Purchasers and the Operating Company contained in Section 4 shall be true, correct and complete when made, and shall be true, correct and complete as of the date of the Closing with the same force and effect as if they had been made on and as of such date, subject to changes contemplated by this Agreement.
Sample 1
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Related to Representations and Warranties True, Correct and Complete

  • Representations and Warranties True and Correct The representations and warranties of the Borrower contained in the Credit Agreement, as amended hereby, are true and correct on and as of the date hereof as though made on and as of the date hereof, except to the extent that such representations and warranties expressly relate to a specified date, in which case such representations and warranties are hereby reaffirmed as true and correct when made.

  • Representations and Warranties True The representations and warranties of the Seller hereunder shall be true and correct on the Closing Date with the same effect as if then made, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to the Closing Date.

  • Representations and Warranties True at Closing The representations and warranties made by the Buyer in this Agreement must be true in all material respects at and as of Closing with the same effect as though such representations and warranties had been made or given on and as of Closing.

  • Representations and Warranties Complete The representations and warranties of the Company included in this Agreement and any list, statement, document or information set forth in, or attached to, any Schedule provided pursuant to this Agreement or delivered hereunder, are true and complete in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading, under the circumstance under which they were made.

  • 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 Correct The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date, or the Subsequent Closing Date, as the case may be, with the same force and effect as if they had been made on and as of said date.

  • Representations and Warranties; Etc Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

  • Representations and Warranties Accurate All representations and warranties of Buyer contained in this Agreement shall be true and accurate in all material respects on and as of the Closing Date as if made again at and as of such date.

  • Representations and Warranties to be True and Correct The ----------------------------------------------------- representations and warranties contained in Article II shall be true, complete and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and the President and Treasurer of the Company shall have certified to such effect to the Purchasers in writing.

  • Representations and Warranties True on the Closing Date Each of the representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date.

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