REPRESENTATIONS, WARRANTIES AND INDEMNIFICATIONS OF THE ISSUER AND THE TARGET Sample Clauses

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATIONS OF THE ISSUER AND THE TARGET. 8.1 Each of the Issuer and the Target severally warrants and represents to the Member and acknowledges that the Member has relied on such warranties and representations in entering into this Agreement, that: (a) the responses in all questionnaires completed by its directors and senior management personnel and provided to the Member pursuant to this Agreement shall be accurate and complete; (b) the descriptions of its assets and liabilities set out in its balance sheets, including the notes thereto, to be provided to the Member will be true and correct, will accurately and fairly present its financial position and condition as at the dates thereof, will reflect all liabilities (absolute, accrued, contingent or otherwise) as at the dates thereof and will be prepared in accordance with generally accepted accounting principles, applied on a consistent basis; (c) its statements of earnings, retained earnings and chances in financial position, including the notes thereto, to be provided to the Member will in each case accurately and fairly present the results of operations for the periods covered thereby and will be prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout such periods; (d) its financial position as at the date hereof is no less favourable than that disclosed in the latest balance sheets provided to the Member, except as has been disclosed to the Member; (e) the information concerning the Business which will be provided to the authors of the Reports will be accurate., complete and fair, and the Reports, to the best of its knowledge, will be fair and accurate in all particulars;
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Related to REPRESENTATIONS, WARRANTIES AND INDEMNIFICATIONS OF THE ISSUER AND THE TARGET

  • Representations Warranties and Indemnification No Holder may participate in any registration pursuant to Section 2.1 unless such Holder (x) agrees to sell such Holder’s Registrable Securities on the basis provided in the underwriting arrangements (if any) with respect to such offering and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements (if applicable) and other documents and delivers all opinions, each in customary form, reasonably required under the terms of any such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Securities to be sold or transferred free and clear of all encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among any of the other parties to such underwriting arrangements, and the liability of each such Holder will be in proportion thereto, and provided, further, that under the terms of any such agreement such liability will be limited to the net amount received by such Holder from the sale of his or its Registrable Securities pursuant to such registration; and provided, further, that any such indemnification provided by a Holder selling Registrable Securities shall be limited under the terms of any such agreement to indemnification for information provided by such Holder relating to such Holder specifically for inclusion in the registration statement.

  • Representations, Warranties and Covenants of the Master Servicer and the Company (a) For representations, warranties and covenants of the Master Servicer, see Section 2.03(a)

  • Representations Warranties and Indemnities The only representations, warranties or indemnities that Intel shall be required to make in connection with the Transaction are representations, warranties and indemnities concerning (i) legal ownership of the Company’s securities to be sold by Intel (the “Intel Securities”), and (ii) the corporate authority of Intel to convey title to the Intel Securities, and the ability to do so free and clear of liens, encumbrances or adverse claims (the “Intel Required Obligations”). The Intel Required Obligations shall be in the same form as those to be given by each of the other shareholders of the Company and shall be given by Intel on a several (but not joint) basis only.

  • Survival of Representations, Warranties and Indemnities The respective agreements, representations, warranties, and indemnities contained in this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of you, any Underwriter or the Company, or any of your or their respective officers or directors or controlling persons, and will survive delivery of and payment for the Securities and the Unit Purchase Option.

  • Representations, Warranties and Agreements of the Company and the Guarantors The Company and each of the Guarantors, jointly and severally, represent, warrant and agree as follows:

  • Representations, Warranties, and Covenants of the Seller and the Master Servicer (a) IndyMac, in its capacities as Seller and Master Servicer, makes the representations and warranties in Schedule II, and by this reference incorporated in this Agreement, to the Depositor and the Trustee, as of the Closing Date.

  • Representations, Warranties and Covenants of the Issuer Upon the execution of the applicable Terms Agreement, the Issuer represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows:

  • Representations, Warranties and Covenants of the Master Servicer and the Depositor (a) The Master Servicer hereby represents and warrants to the Trustee for the benefit of the Certificateholders that:

  • Representations, Warranties and Agreements of the Partnership Parties The Partnership Parties represent, warrant and agree that:

  • Representations, Warranties and Agreements of the Trust The Trust represents, warrants and agrees that:

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