REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS OF BUYER Sample Clauses

REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS OF BUYER. Buyer hereby represents, warrants and acknowledges to Seller as follows: (a) Buyer is authorized to executed and deliver this Agreement and to perform its obligations hereunder. (b) Except for the limited warranties set forth in SECTION 8 below, Buyer hereby acknowledges that Buyer is purchasing the Rental Fleet, and those assets and property shall be conveyed and transferred to Buyer, "AS IS, WHERE IS, AND WITH ALL FAULTS" and specifically and expressly without any warranties, representations, or guarantees, either express or implied, of any kind, nature, or type whatsoever from or on behalf of Seller. SELLER HAS NOT, DOES NOT, AND WILL NOT WITH RESPECT TO THE RENTAL FLEET, MAKE ANY WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, MERCHANTABILITY, HABITABILITY, OR FITNESS FOR A PARTICULAR USE, OR WITH RESPECT TO THE VALUE, PROFITABILITY, OR MARKETABILITY OF THE RENTAL FLEET.
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REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS OF BUYER. Buyer hereby represents and warrants to Sellers and Shareholder that:
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REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS OF BUYER. As to each purchase and sale of the Shares and the Options hereunder, Buyer hereby represents and warrants to Seller as follows: A. Buyer is a corporation, duly organized, validly existing and in good standing under the laws of the state of its incorporation. B. Buyer has the requisite corporate power and authority to execute and deliver this Agreement and to repurchase the Shares and the Options. The execution, delivery and performance of this Agreement and each of Buyer's Ancillary Documents, which term shall mean, for the purposes of this Agreement, each document, instrument and agreement executed by Buyer in connection with this Agreement and all transactions contemplated herein or therein by Buyer, will not, with or without the giving of notice or the passage of time, or both, conflict with, result in a default under, give rise to a right to accelerate or loss of rights under, or result in the creation of any encumbrance pursuant to, or require the consent of any third party that has not been obtained or governmental authority pursuant to (a) the Certificate of Incorporation or By-laws of Buyer, in each case as last amended, or (b) any franchise, mortgage, indenture or deed of trust or any license, lease or other agreement (other than in connection with the restrictions set forth in the Shareholders Agreement and the Employment Agreement), or any law, rule, regulation, order, judgment or decree to which Buyer is a party or by which Buyer (or any of Buyer's assets, properties, operations or businesses) may be bound, subject to or affected. C. This Agreement and each of Buyer's Ancillary Documents are the legal, valid and binding obligation of Buyer, each enforceable in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors' rights generally. The enforceability of Buyer's obligations hereunder and thereunder is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). D. Buyer hereby acknowledges and agrees that the Option Shares shall be subject to the terms and provisions of the Shareholders Agreement. Buyer hereby represents and warrants to Holdings that it is acquiring the Option Shares for its own account, for investment purposes only and not with a view to the resale or distribution (as such term is used in Section 2(11) of...
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REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS OF BUYER. 31 TABLE OF CONTENTS (Cont'd)
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REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS OF BUYER. Buyer represents, warrants and acknowledges to Seller that as of the date hereof and as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article 4), except as set forth in --------- Buyer's Disclosure Schedule:
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REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS OF BUYER. Buyer hereby represents and warrants that: (i) Buyer is a sophisticated buyer with respect to the Loans and an “accredited investor” within the meaning of Section 2(15) of the federal Securities Act; (ii) Buyer has adequate information concerning the business and financial condition of the Obligors to make an informed decision regarding the purchase of the Loans and has independently and without reliance on Seller or any information prepared by Seller, and based on such information as Buyer has deemed appropriate, made Buyer’s own analysis and decision to enter into this Agreement; and (iii) Buyer has not relied in entering into this Agreement upon any oral or written information from Seller, or any of Seller’s employees, affiliates, agents or representatives (including but not limited to any risk ratings or any other material prepared by Seller’s employees that is included in Seller’s credit or collateral files for the Loans), other than the representations and warranties of Seller contained in this Agreement, nor has Buyer relied on any investment advice, credit information or opinion as to whether the purchase of the Loans is prudent from Seller. Buyer acknowledges that: (u) Seller has not made, does not make and hereby expressly disclaims any representation or warranty, whether express or implied, except as expressly set forth in this Agreement, and Seller expressly disclaims any representation or warranty (including but not limited to any representation or warranty as to the value of the collateral (if any) for the Loans, whether any collateral exists or is in the possession of the relevant Obligor, or the collectability of the Loans) not expressly set forth in this Agreement; (v) no employee or representative of Seller has been authorized to make, and Buyer has not relied upon, any statements or representations other than those specifically contained in this Agreement; (w) the sale of the Loans by Seller to Buyer is irrevocable, and Buyer shall have no recourse to Seller, except with respect to breaches of representations, warranties and covenants expressly set forth in this Agreement, and pursuant to the indemnities contained herein; (x) the Loans are or may have been in default, may have been restructured or extended and/or may currently be or have been, Litigation Matters; (y) title defects, lack of perfection of liens and other defects may exist with respect to the collateral (if any) for the Loans; and (z) the consideration paid pursuant to this...
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Related to REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS OF BUYER

  • Lenders’ Representations, Warranties and Acknowledgment (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Borrower and its respective Subsidiaries in connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Borrower and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders. (b) Each Lender, by delivering its signature page to this Agreement, or an Assignment Agreement or a Joinder Agreement and funding its Tranche A Term Loans, Tranche B Term Loans, New Term Loans and/or Revolving Loans shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the Original Closing Date, on the First Restatement Date, on the Second Restatement Date, on the Second Amendment and Restatement Joinder Date, on the Third Restatement Date or as of the date of funding of such New Term Loans and/or Revolving Loans.

  • Representations, Warranties and Agreements You will make to each other Underwriter participating in an Offering the same representations, warranties, and agreements, if any, made by the Underwriters to the Issuer, the Guarantor, or the Seller in the applicable Underwriting Agreement or any Intersyndicate Agreement, and you authorize the Manager to make such representations, warranties, and agreements to the Issuer, the Guarantor, or the Seller on your behalf.

  • Representations & Warranties 14.1 Each Party represents that it has authority to enter into this Agreement and to do all things necessary to procure the fulfilment of its obligations in terms of this Agreement. 14.2 The Disclosing Party warrants that disclosure of the Confidential Information to the Receiving Party: 14.2.1 will not result in a breach of any other Agreement to which it is a party; and 14.2.2 will not, to the best of its knowledge and belief, infringe the rights of any third party; and the Disclosing Party hereby indemnifies and holds the Receiving Party harmless against any liability for third party claims on such a basis.

  • REPRESENTATIONS, WARRANTIES OF THE HOLDER The Holder represents and warrants to the Company as follows:

  • Representations, Warranties and Covenants of Buyer Buyer represents, and warrants to and covenants with Seller as follows:

  • Representations, Warranties and Agreements of Seller The Seller agrees and acknowledges that it shall, as a condition to the consummation of the transactions contemplated hereby, make the representations and warranties specified in Section 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement, as of the Closing Date. The meaning of the term "Agreement" as used in Sections 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement shall include this Agreement. The Seller, without conceding that the Mortgage Loans are securities, hereby makes the following additional representations, warranties and agreements which shall be deemed to have been made as of the Closing Date: a) neither the Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security from, or otherwise approached or negotiated with respect to any Mortgage Loans, any interest in any Mortgage Loans or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933 (the "1933 Act") or which would render the disposition of any Mortgage Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such manner with respect to the Mortgage Loans; and b) the Seller has not dealt with any broker or agent or anyone else who might be entitled to a fee or commission in connection with this transaction other than the Purchaser.

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER The Purchaser warrants and represents to, and covenants and agrees with, the Seller as follows:

  • Representations, Warranties and Agreements of the Fund The Fund represents, warrants and agrees that: a. The Sub-Adviser has been duly appointed by the Board of Trustees of the Fund to provide investment services to the Portfolio Account as contemplated hereby. b. The Fund will deliver to the Sub-Adviser a true and complete copy of its then current Prospectus and Statement of Additional Information as effective from time to time and such other documents or instruments governing the investment of the Portfolio Account and such other information as is necessary for the Sub-Adviser to carry out its obligations under this Agreement. c. The Fund is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Fund by applicable law and regulations.

  • Representations, Warranties and Agreements to Survive Delivery All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or controlling person, or by or on behalf of the Company, and shall survive delivery of the Securities to the Underwriters.

  • REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER The Adviser represents, warrants and agrees that: a. The Adviser has been duly authorized by the Board of Trustees of the Fund to delegate to the Sub-Adviser the provision of investment services to the Portfolio Account as contemplated hereby. b. The Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Adviser by applicable law and regulations.

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