Representations as of Closing Sample Clauses

Representations as of Closing. The representations and warranties made by Seller set forth in this Agreement or in any written document delivered to Buyer pursuant hereto shall be deemed to be made again by Seller as of the date of Closing and shall survive the Closing. The Schedules referred to herein and the documents and schedules delivered pursuant hereto by Seller shall be deemed to be delivered again by Seller at the Closing.
Sample 1
AutoNDA by SimpleDocs
Representations as of Closing. The representations and warranties made by Karts International in this Article II will be correct in all material respects on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on the Closing Date. The liability of Karts International for its warranties and representations under this Article II shall terminate three years after the Closing Date.
Sample 1
Representations as of Closing. The representations and warranties made by the Company and the Shareholders in this Article I and the schedules hereto will be correct in all material respects on and as of the Closing Date with the same force and effect as if such representations and warranties and schedules had been made on the Closing Date. The liability of the Company and the Shareholders for their warranties and representations under this Article I shall terminate three years after the Closing Date. As a material inducement to the Company and the Shareholders to enter into this Agreement and perform their respective obligations hereunder, Karts International represents, warrants and agrees as follows:
Sample 1
Representations as of Closing. The representations and warranties made by Cybertec in this Article III will be correct in all material respects on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on the Closing Date. The liability of Cybertec for its warranties and representations under this Article III shall terminate two years after the Closing Date.
Sample 1
Representations as of Closing. The representations and warranties made by the Company in this Article II and the schedules hereto will be correct in all material respects on and as of the Closing Date with the same force and effect as if such representations and warranties and schedules had been made on the Closing Date. The liability of the Company for its warranties and representations under this Article II shall terminate two years after the Closing Date.
Sample 1

Related to Representations as of Closing

  • Representations and Warranties on Closing Date The representations and warranties made in this Article III will be true and correct on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date, except that any such representations and warranties which expressly relate only to an earlier date shall be true and correct on the Closing Date as of such earlier date.

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

  • Representations and Warranties of Contractor Contractor represents and warrants to Company the following:

  • Representations and Warranties of Client Client represents and warrants to Agency as follows: A. All Referred Accounts placed with Agency hereunder are lawfully due and owing, that they are owned by the Client (or its affiliates and customers) and that the Referred Accounts are not subject to any claim of fraud or otherwise wholly or partially invalid due to payment or settlement by the obligor or any other claim or defense. B. Information and data on the Referred Accounts is accurate to the best of Client’s information and knowledge. C. Client is not aware of any disputes regarding the Referred Accounts, including any bankruptcy filing or expiration of the applicable statute of limitations.

  • 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 Seller represents and warrants to Buyer as follows:

  • 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 CONTRIBUTOR The Contributor represents and warrants to and covenants with the Operating Partnership as provided in EXHIBIT E attached hereto, and acknowledges and agrees to be bound by the indemnification provisions contained therein.

  • Representations and Warranties True as of the Closing Date Buyer’s representations and warranties in this Agreement shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects as of the Closing Date as if made on the Closing Date, subject to changes expressly contemplated and permitted by this Agreement, except that representations and warranties made as of, or in respect of, only a specified date or period shall be true and correct in all material respects as of, or in respect of, such date or period.

  • 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.

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