REPRESENTATIONS, WARRANTIES AND ASSURANCES OF SELLERs Sample Clauses

REPRESENTATIONS, WARRANTIES AND ASSURANCES OF SELLERs. Sellers acknowledge that Purchaser is entering into this Agreement in reliance on the representations, warranties and assurances (the "Warranties") hereby given by Sellers to Purchaser being true and correct both on the date hereof and on the Closing Date and consequently Sellers hereby jointly and severally represent, warrant and assure that the statements set out in this Section 6 are true and correct both on the date hereof and on the Closing Date. The Parties acknowledge that the Sellers have carried out a reorganization whereby the Business was transferred from Filtronic LK Oy and Filtronic (Suzhou) Telecommunication Products Co Ltd (the "Transferor Companies", each a "Transferor Company") to LK Products Oy by means of a business transfer and to and LK Products (Suzhou) Telecommunications Components Co., Limited by means of an asset purchase, respectively (the "Reorganization"). Any reference in this Section 6 to the Company or the Group Companies shall include the Transferor Companies to the extent and during the period the Business was operated by the Transferor Companies. Notwithstanding any Purchaser's knowledge of any facts, matters occurrences or events, whether arisen out of due diligence reviews or otherwise, the liability of Sellers under, and the rights and remedies of Purchaser in respect of, the Warranties shall only be qualified by the facts, matters, occurrences or events fairly disclosed by Sellers in the Disclosure Letter attached hereto as Schedule 6. Accordingly, Sellers shall be deemed not to be in breach of the Warranties only to the extent a fact, matter, occurrence or event has been fairly disclosed to Purchaser in the Disclosure Letter in a manner which sufficiently has allowed Purchaser, acting in a professional manner and advised by professional advisors, to understand that such fact, matter, occurrence or event constitutes a breach of the Warranties. The Sellers make no representation, warranty or assurance whatsoever, express or implied, beyond those expressly given in this Agreement. In particular the Sellers make no representation, warranty or assurance to the Purchaser with respect to any financial projection or forecast relating to the Business, beyond those expressly given in this Agreement.
Sample 1
AutoNDA by SimpleDocs

Related to REPRESENTATIONS, WARRANTIES AND ASSURANCES OF SELLERs

  • 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.

  • Subscriber’s Representations, Warranties and Agreements To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:

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

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

  • 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.

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

  • 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 AND WARRANTIES OF SELLER PARTIES Each Seller Party hereby jointly and severally represents and warrants to the Purchasers as follows:

  • Representations, Warranties and Agreements of the Company The Company represents, warrants and agrees that: (a) A registration statement on Form S-1 relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

  • Seller’s Representations, Warranties and Covenants Seller hereby represents, warrants and covenants to Buyer as follows:

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