Representations, Warranties and Covenants True Sample Clauses

Representations, Warranties and Covenants True. The representations and warranties of Seller contained in Article II hereof shall be true and correct in all material respects (provided that each of the representations and warranties in Sections 2.2 and 2.39 and each of the representations and warranties that contains an express materiality qualification must be accurate in all respects) as of the date of this Agreement and at and as of the Closing Date as though then made, and, in the case of representations and warranties made as of a specified date earlier than the Closing Date, on and as of such earlier date, and the covenants set forth in Sections 5.1 and 5.2 shall have been complied with in all material respects. (b)
Sample 1
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Representations, Warranties and Covenants True. The representations and warranties of Seller and Principal (hereinafter defined) contained in Section 14 hereof shall be true and correct in all material respects (provided that each of the representations and warranties in Sections 14(a), 14(b), 14(e),14(h),14(i) and 14(m) and each of the representations and warranties that contains an express materiality qualification must be accurate in all respects) as of the date of this Agreement and at and as of each Closing Date as though then, and the covenants set forth in Sections 16.1 and 16.2 shall have been complied with in all material respects.
Sample 1
Representations, Warranties and Covenants True. The representations and warranties of Cerulean and the Members contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date. Each of Cerulean and the Members shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by them on or prior to the Closing Date. Cerulean shall have delivered to FX and Dynacs a certificate, dated the Closing Date and signed by the Manager of Cerulean on its behalf, to the foregoing effect, and the Member Representative shall have delivered a like certificate to each of FX and Dynacs.
Sample 1
Representations, Warranties and Covenants True. The representations and warranties of Dynacs contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date. FX and Dynacs shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with on or prior to the Closing Date. FX and Dynacs shall have delivered to Cerulean and the Members a certificate or certificates, dated the date of the Closing and signed by the authorized representative of FX and Dynacs on their behalf, to the foregoing effect.
Sample 1
Representations, Warranties and Covenants True. To the best of the Shareholder's knowledge and belief, all of the representations and warranties made herein by ACI are true, correct and complete, and none of the covenants of ACI herein has been violated.
Sample 1

Related to Representations, Warranties and Covenants True

  • Representations, Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Collateral Agent, for the benefit of the Secured Parties, that:

  • Company Representations, Warranties and Covenants The Company hereby represents, warrants and agrees as follows:

  • Representations, Warranties and Covenants of Company The Company represents and warrants to, and covenants with, the Subscriber as follows:

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR Debtor represents, warrants and covenants as of the date of this Agreement and as of the date of each Collateral Schedule that:

  • 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:

  • Additional Representations, Warranties and Covenants Borrowers and Guarantors, jointly and severally, represent, warrant and covenant with and to Agent and Lenders as follows, which representations, warranties and covenants are continuing and shall survive the execution and delivery hereof, and the truth and accuracy of, or compliance with each, together with the representations, warranties and covenants in the other Financing Agreements, being a continuing condition of the making of Loans by Lenders to Borrowers:

  • CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS 2.1. The Company represents and warrants that the Policies are or will be registered under the 1933 Act or are exempt from or not subject to registration thereunder, and that the Policies will be issued, sold, and distributed in compliance in all material respects with all applicable state and federal laws, including without limitation the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the 1940 Act. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established the Account as a segregated asset account under applicable law and has registered or, prior to any issuance or sale of the Policies, will register the Accounts as unit investment trusts in accordance with the provisions of the 1940 Act (unless exempt therefrom) to serve as segregated investment accounts for the Policies, and that it will maintain such registration for so long as any Policies are outstanding. The Company shall amend the registration statements under the 1933 Act for the Policies and the registration statements under the 1940 Act for the Accounts from time to time as required in order to effect the continuous offering of the Policies or as may otherwise be required by applicable law. The Company shall register and qualify the Policies for sales in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company.

  • GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS Each Assignor represents, warrants and covenants, which representations, warranties and covenants shall survive execution and delivery of this Agreement, as follows:

  • Mutual Representations, Warranties and Covenants Each Party hereby represents, warranties, and covenants that:

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