REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER AND MERGER SUB Sample Clauses

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER AND MERGER SUB. Each of Purchaser and Merger Sub represent and warrant to the Company as follows:
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REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER AND MERGER SUB. Except as would not be reasonably be expected to prevent consummation of the Merger by Purchaser and Merger Sub and the other transactions contemplated hereby, (i) each of Purchaser and Merger Sub shall have complied in all material respects with all of its covenants and agreements contained in this Agreement required to be performed and satisfied by it on or prior to the Closing Date, (ii) each of the representations and warranties of Purchaser and Merger Sub set forth in Section 3.1 (Organization and Qualification), Section 3.2 (Authority) and Section 3.3 (No Conflict; Required Consents and Approvals) shall have been true and correct in all respects as of the date of this Agreement and at and as of the Closing with the same force and effect as if made as of the Closing (except that for such representations and warranties that contain a Company Material Adverse Effect qualifier, such representations and warranties shall be true and correct in all respects) and (iii) each of the representations and warranties of Purchaser and Merger Sub contained herein shall have been true and correct in all material respects as of the date of this Agreement and at and as of the Closing with the same force and effect as if made as of the Closing (except that representations and warranties that are made as of a specified date shall be true and correct as of such specified date), in each case, without regard to any qualification as to materiality included therein (except for such representations and warranties that contain a Purchaser Material Adverse Effect qualifier such qualifier shall not be disregarded and such representations and warranties shall be true and correct in all respects).
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Related to REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER AND MERGER SUB

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS Each Purchaser hereby represents and warrants to Company, and covenants with Company, severally and not jointly, as follows:

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

  • Representations, Warranties and Covenants of Buyer The Buyer represents and warrants to the Seller, and covenants for the benefit of the Seller, as follows:

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AND PURCHASER 4.1 To induce Purchaser to enter into this Agreement, Seller hereby makes for the benefit of Purchaser and its assigns with respect to each Mortgage Loan as of the date hereof (or as of such other date specifically set forth in the particular representation and warranty) each of the representations and warranties set forth on Exhibit 2 hereto, except as otherwise set forth on Schedule 2-A attached to such Exhibit 2. In addition, Seller hereby further represents, warrants and covenants to Purchaser as of the date hereof as follows:

  • Representations, Warranties and Covenants of the Distributor A. The Distributor hereby represents and warrants to the Client, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

  • Representations, Warranties and Covenants of Parent Parent represents, warrants and covenants to Stockholder that, assuming due authorization, execution and delivery of this Agreement by Stockholder, this Agreement constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Parent has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly and validly authorized by Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent.

  • Representations, Warranties and Covenants of Sellers Sellers hereby represent, warrant, and covenant to Buyer as follows:

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS Each Purchaser hereby represents and warrants to the Company, and covenants with the Company, severally and not jointly, as follows:

  • Representations, Warranties and Covenants of Seller (a) The Seller hereby represents and warrants to and covenants with the Purchaser, as of the date hereof, that:

  • Representations, Warranties and Covenants of the Purchaser The Purchaser hereby represents and warrants to, and covenants for the benefit of, the Trust that:

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