Representations Warranties Agreements and Covenants Sample Clauses

Representations Warranties Agreements and Covenants. All representations, warranties, agreements and covenants made by Lessee herein or in the Lease Documents shall be true, correct and complete in all material respects and shall be considered to have been relied upon by Lessor and shall survive the making of this Lease regardless of any investigation made by or on behalf of Lessor.
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Representations Warranties Agreements and Covenants. Supplier represents, warrants, covenants and agrees that:
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Representations Warranties Agreements and Covenants. The representations and warranties of Seller set forth in Article III shall have been true and correct in all material respects on and as of the date hereof and shall be true and correct in all material respects as of the Closing as if made on the Closing Date (except where such representation and warranty speaks by its terms as of a date other than the date hereof, in which case it shall be true and correct in all material respects as of such other date), except for such failures to be true and correct that result solely from actions expressly permitted under or pursuant to this Agreement. Seller shall have performed in all material respects all obligations and complied with all agreements, undertakings and covenants required hereunder to be performed by it at or prior to the Closing. Seller shall have delivered to Purchaser at Closing a certificate in form and substance satisfactory to Purchaser dated the Closing Date and signed by a duly authorized officer on behalf of Seller to the foregoing effect (the “Seller Bring Down Certificate”);
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Representations Warranties Agreements and Covenants. The covenants contained in this Agreement shall survive the Closing Date without limitation. The representations and warranties contained herein shall survive the Closing Date for a period of two years, except that (i) any representation or warranty of Seller contained in Sections 3.1 (Organization of Seller) through and including 3.3 (Noncontravention), 3.8 (Tax Matters), 3.23 (Environmental, Health and Safety) and 3.24 (Legal Compliance) shall survive for a period of three (3) years and (ii) the representations and warranties contained in Section 3.4 (Title) shall survive the Closing Date without limitation. Buyer’s right to make a claim for indemnification under Section 8.2 for a breach of any representation or warranty shall expire as noted in this Section 8.1; provided, that Claims (as defined below) made on or prior to such expiration date shall survive such expiration date.
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Representations Warranties Agreements and Covenants. Consultant represents, warrants, covenants and agrees that:
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Representations Warranties Agreements and Covenants. The parties agree that the representations, warranties, agreements, and covenants contained in this Agreement, the Subsidiary Agreements or in any other documents delivered in accordance with or by virtue of this Agreement and the Subsidiary Agreements shall survive the execution and delivery of this Agreement and the Subsidiary Agreements and all other instruments in connection herewith or therewith.
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Representations Warranties Agreements and Covenants 
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Related to Representations Warranties Agreements and Covenants

  • Representations, Warranties, Agreements to Survive All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors or any person controlling the Company or (ii) delivery of and payment for the Public Securities.

  • Representations, Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Collateral Agent, for the benefit of the Secured Parties, that:

  • Representations and Warranties; Agreements The Existing Lender hereby: (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby, (ii) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered thereunder, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to increase its Commitment, on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, and (ii) it will perform in accordance with the terms of the Credit Agreement, all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender (including, without limitation, any obligations of it, if any, under Section 2.06(c) of the Credit Agreement).

  • Representations, Warranties and Agreements Section 6.01.

  • Representations; Warranties; Covenants Grantor hereby represents, warrants and covenants that:

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR Debtor represents, warrants and covenants as of the date of this Agreement and as of the date of each Collateral Schedule that:

  • INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS The Investor represents and warrants to the Company, and covenants, that:

  • CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS 2.1. The Company represents and warrants that the Policies are or will be registered under the 1933 Act or are exempt from or not subject to registration thereunder, and that the Policies will be issued, sold, and distributed in compliance in all material respects with all applicable state and federal laws, including without limitation the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the 1940 Act. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established the Account as a segregated asset account under applicable law and has registered or, prior to any issuance or sale of the Policies, will register the Accounts as unit investment trusts in accordance with the provisions of the 1940 Act (unless exempt therefrom) to serve as segregated investment accounts for the Policies, and that it will maintain such registration for so long as any Policies are outstanding. The Company shall amend the registration statements under the 1933 Act for the Policies and the registration statements under the 1940 Act for the Accounts from time to time as required in order to effect the continuous offering of the Policies or as may otherwise be required by applicable law. The Company shall register and qualify the Policies for sales in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company.

  • Mutual Representations, Warranties and Covenants Each Party hereby represents, warranties, and covenants that:

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