REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDORS Sample Clauses
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDORS. As a material inducement to the Purchaser entering into this Agreement and completing the transactions contemplated by this Agreement and acknowledging that the Purchaser is entering into this Agreement in reliance upon the representations, warranties and covenants of the Vendors, the Vendors hereby, jointly and severally, represent, warrant and covenant to and with the Purchaser as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDORS. Each of the Vendors hereby, severally (and not jointly), represents and warrants to the Purchaser as follows, with respect to itself and not with respect to any other Vendor, and confirms that where a representation and warranty contained herein is stated to be made in accordance with the knowledge of such Vendor, such representation and warranty shall be deemed to be made pursuant to such Vendor’s actual knowledge. Each of the Vendors confirms that the Purchaser is entitled to rely upon the accuracy and completeness of the following representations and warranties of such Vendor in connection with the purchase of the Purchased Securities held by such Vendor and the completion of the other transactions hereunder:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDORS. The Vendors, jointly and severally, represent and warrant to the Purchaser that all of the statements set out in this Article are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date and acknowledge that the Purchaser is relying on such representations and warranties in connection with entering into this Agreement and completing the transactions contemplated hereby.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDORS. Each Vendor hereby represents, warrants and covenants to Responsys, severally and not jointly, as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDORS. The Vendors hereby represent, warrant and covenant on a joint and several basis to the Purchaser that each of the following statements is true:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDORS. (a) Except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all representations and warranties of the Vendors contained in Sections
3.1 and 3.2 of this Agreement will have been true and correct on the date of this Agreement and will be true and correct at the Closing Time with the same force and effect as if those representations and warranties had been made at and as of that time, and the Vendors will have executed and delivered a certificate to that effect. The receipt of this certificate and the Closing will not constitute a waiver (in whole or in part) by the Purchaser of, any of the representations and warranties of the Vendors contained in this Agreement or in any Closing Document. Upon the delivery of this certificate, the representations and warranties of the Vendors in Section 3.1 will be deemed to have been made at and as of the Closing Time with the same force and effect as if made at and as of that time.
(b) The Vendors will have performed or complied with all obligations and covenants contained in this Agreement to be performed or complied with by it at or prior to the Closing Time, and the Vendors will have executed and delivered a certificate to that effect. The receipt of this certificate and the Closing will not constitute a waiver (in whole or in part) by the Purchaser of any of the covenants or obligations of the Vendors contained in this Agreement or in any Closing Document.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDORS. Each of the Vendors hereby jointly and severally represents and warrants to XFM that the following statements are true and correct as of the Group Closing Date:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDORS. As a material inducement to the Purchaser to enter into this Agreement and to complete the transactions contemplated by this Agreement and acknowledging that the Purchaser is entering into this Agreement in reliance upon the representations and warranties of the Vendors set out in this Section 4.2, each Vendor represents and warrants (with respect to himself, herself or itself only and not the other Vendors and on a several and not joint and several basis) to the Purchaser, as at the Closing Date, as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDORS. The Vendors hereby jointly and severally represent and warrant to and covenants with the Purchaser (which representations, warranties and covenants shall survive the Closing) that:
(a) each of the Vendors is a U.S. resident;
(b) the Vendors are aware that an investment in the Purchaser is speculative and involves certain risks, including the possible loss of the entire investment;
(c) the Vendors have made an independent examination and investigation of an investment in the Shares and the Purchaser and has depended on the advice of its legal and financial advisors and agrees that the Purchaser will not be responsible in any way whatsoever for the Vendors' decision to invest in the Shares and the Purchaser;
(d) each of the Vendors: (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, (iii) is able to fend for itself in the Subscription; (iv) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities and the Purchaser; and (v) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(e) the Vendors understand and agree that the Purchaser and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Agreement and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Vendors shall promptly notify the Purchaser;
(f) the Vendors have the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto;
(g) each of the Vendors is an ‘accredited investor’ in the United States, as that term is defined in Rule 501 of Regulation D, promulgated by the SEC under the 1933 Act;
(h) the Vendors are acquiring the Shares as principal for their own account for investment purposes only and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in the Shares;
(i) the decision to execute this Agreement and acquire the Shares has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Purchaser and such decision is based solely upon the Purchaser’s public fil...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDORS. AND SEA 10 Representations and Warranties of Each of the Vendors 10 Representations and Warranties of SEA 12