REPRESENTATIONS, WARRANTIES AND COVENANTS OF HOLDINGS AND BORROWER Sample Clauses

REPRESENTATIONS, WARRANTIES AND COVENANTS OF HOLDINGS AND BORROWER. In order to induce the Lenders to enter into this Agreement and to make the Loans, each of Holdings and Borrower represents and warrants to the Lenders and the Agents as follows, and each of Holdings and Borrower covenants that the following representations will continue to be true, and that Holdings (as applicable) and Borrower will at all times comply with all of the following covenants, throughout the term of this Agreement and until all Obligations have been paid and performed in full:
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Related to REPRESENTATIONS, WARRANTIES AND COVENANTS OF HOLDINGS AND BORROWER

  • Representations and Warranties of the Company The Company represents and warrants to each Underwriter that:

  • Representations and Warranties Borrower represents and warrants as follows:

  • Covenants All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the Closing Date shall have been performed or complied with in all material respects.

  • Limitation of Liability No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

  • Compliance with Laws Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

  • Survival The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

  • Events of Default Any of the following shall constitute an Event of Default:

  • Further Assurances Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

  • NOW, THEREFORE the parties hereto agree as follows:

  • Waiver of Jury Trial IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

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