Rights in relation to the Warranties Sample Clauses

Rights in relation to the Warranties. 5.2.1 Each of the Warranties shall be construed separately and shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other term of this Agreement. 5.2.2 The Warranties shall remain in full force and effect notwithstanding completion of the Global Offering and all other matters and arrangements referred to or contemplated by this Agreement. 5.2.3 The Warranties are given on and as at the date of this Agreement with respect to the facts and circumstances subsisting at the date of this Agreement. In addition, the Warranties shall be deemed to be given on and/or repeated as at: (i) the date on which the Hong Kong Public Offering Documents are registered by the Registrar of Companies in Hong Kong as required by section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance; (ii) the Prospectus Date; (iii) the Acceptance Date; (iv) the Price Determination Date; (v) immediately prior to the Applicable Time (as defined in the International Underwriting Agreement); (vi) the time immediately prior to the delivery by the Hong Kong Underwriters of duly completed Application Forms and the time of payment for the Hong Kong Offer Shares to be taken up; (vii) the date of the announcement of the results of allocation in the Hong Kong Public Offering; (viii) immediately prior to 8:00 a.m. on the Listing Date; (ix) the date on which all the Conditions are fulfilled or waived in accordance therewith; (x) the day(s) on which the Over-allotment Option is(are) exercised or expired; and (xi) the day(s) of settlement in respect of any exercise of the Over-allotment Option, in each case with reference to the facts and circumstances then subsisting. For the avoidance of doubt, nothing in this Clause 5.2.3 shall affect the on-going nature of the Warranties. 5.2.4 Each of the Warrantors undertakes to notify in writing to each of the Sole Sponsor, Sole Global Coordinator, Sole Bookrunner, Joint Lead Managers and the Hong Kong Underwriters forthwith of any matter or event coming to their respective attention at any time on or prior to the last date on which the Warranties are deemed to be given pursuant to the provisions of Clause 5.2.3 which shows any of the Warranties to be or to have been untrue or inaccurate or breached or misleading or if it becomes aware of any circumstances which would or can reasonably be expected to cause any of the Warranties to be untrue or inaccurate or breached or misleading in any mat...
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Rights in relation to the Warranties. 5.2.1 Each of the Warranties shall be construed separately and shall not be limited or restricted by reference to or inference from the terms of any other of the Warranties or any other term of this Agreement. 5.2.2 The Warranties shall remain in full force and effect notwithstanding completion of the Global Offering. 5.2.3 The Warranties are given on and as at the date of this Agreement with respect to the facts and circumstances subsisting at the date of this Agreement. In addition, the Warranties shall be deemed to be given on and as at: (i) the date on which the Public Offer Documents are registered by the Registrar of Companies in Hong Kong as required by section 342C of the Companies Ordinance; (ii) the Acceptance Date; (iii) the Price Determination Date; and (iv) immediately prior to 8:00 a.m. on the Force Majeure Expiry Date, in each case with reference to the facts and circumstances then subsisting. For the avoidance of doubt, nothing in this Clause 5.2.3 shall affect the on-going nature of the Warranties. 5.2.4 Each of the Warrantors undertakes to give notice to each of the Public Offer Underwriters forthwith of any matter or event coming to their respective attention at any time on or prior to the last date on which the Warranties are deemed to be given pursuant to the provisions of Clause 5.2.3 which shows any of the Warranties to be or to have been untrue or inaccurate or breached. 5.2.5 If at any time on or prior to the date on which the Warranties are deemed to be given pursuant to the provisions of Clause 5.2,3, by reference to the facts and circumstances then subsisting, any matter or event comes to the attention of any of the Warrantors which: (i) would or might result in any of the Warranties, if repeated immediately after the occurrence of such matter or event, being untrue or inaccurate or breached; or (ii) would or might render untrue, inaccurate or misleading any statement, whether of fact or opinion, contained in the Public Offer Documents, the Formal Notice or the Preliminary Offering Circular or any of them if the same were issued immediately after the occurrence of such matter or event; or (iii) would or might result in the omission of any fact which is material for disclosure or required by applicable Laws to be disclosed in the Public Offer Documents, the Formal Notice or the Preliminary Offering Circular or any of them (assuming that the relevant documents were to be issued immediately after occurrence of such matter or event)...
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Rights in relation to the Warranties. 5.2.1 Each of the Warranties shall be construed separately and shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other term of this Agreement. 5.2.2 The Warranties shall remain in full force and effect notwithstanding completion of the Global Offering. 5.2.3 The Warranties are given on and as at the date of this Agreement with respect to the facts and circumstances subsisting at the date of this Agreement. In addition, the Warranties shall be deemed to be given on and/or repeated as at: 5.2.4 If at any time on or prior to the last date on which the Warranties are deemed to be given pursuant to Clause 5.2.3, by reference to the facts and circumstances then subsisting, any matter or event comes to the attention of any of the Warrantors which: 5.2.5 If any matter or event referred to in Clause 5.2.4 shall have occurred, nothing herein shall prejudice any rights that the Sole Overall Coordinator or any of the Hong Kong Underwriters may have in connection with the occurrence of such matter or event, including without limitation its rights under Clause 8. 5.2.6 The Warrantors shall not, and shall use their reasonable endeavours to procure that none of the members of the Group will: 5.2.7 For the purpose of this Clause 5:
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Rights in relation to the Warranties. 5.2.1 Each of the Warranties shall be construed separately and shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other term of this Agreement. 5.2.2 The Warranties are given on and as at the date of this Agreement with respect to the facts and circumstances subsisting at the date of this Agreement. In addition, the Warranties shall be deemed to be given on and/or repeated as at: 5.2.3 If at any time on or prior to the last date on which the Warranties are deemed to be given pursuant to the provisions of Clause 5.2.2, by reference to the facts and circumstances then subsisting, any matter or event comes to the attention of any of the Warrantors which: 5.2.4 If any matter or event referred to in Clause 5.2.3 shall have occurred, nothing herein shall prejudice any rights that the Joint Bookrunners or the Placing Underwriters may have in connection with the occurrence of such matter or event, including without limitation its rights under Clause 8. 5.2.5 The Warrantors shall not, and shall procure that each of the Group Companies will not: 5.2.6 For the purpose of this Clause 5:
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Related to Rights in relation to the Warranties

  • Breach of Representations and Warranties by the Company If the Company breaches any of the representations or warranties set forth in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of default under Section 3.4 of the Note.

  • Representations and Warranties of Grantee Grantee hereby represents and warrants to Issuer that:

  • Representation Rights The Association shall have the right to meet and confer in good faith with the County regarding wages, hours, and other terms and conditions of employment for representation Unit 30, within the scope of representation. The scope of representation shall include all matters relating to employment conditions and employer-employee relations, including but not limited to wages, hours and other terms and conditions of employment.

  • Representations and Warranties of Stockholder Stockholder hereby represents and warrants to Parent as follows:

  • Survival of Representations, Warranties and Agreements; Third Party Beneficiary Notwithstanding any investigation made by any party to this Agreement or by the Placement Agent, all covenants, agreements, representations and warranties made by the Company and the Investor herein will survive the execution of this Agreement, the delivery to the Investor of the Shares and Warrants being purchased and the payment therefor. The Placement Agent shall be a third party beneficiary with respect to the representations, warranties and agreements of the Investor in Section 4 hereof.

  • Breach of Representations and Warranties Any material representation or warranty of the Borrower made herein, in the Subscription Agreement, or in any agreement, statement or certificate given in writing pursuant hereto or in connection therewith shall be false or misleading in any material respect as of the date made and the Closing Date.

  • Representations and Warranties of Shareholder Shareholder hereby represents and warrants to Parent as follows:

  • Termination of Representations and Warranties The representations and warranties of the parties set forth in this Agreement shall terminate at the Effective Time.

  • Survival of Representations, Warranties, Etc Each of the representations, warranties, agreements, covenants and obligations herein is material and shall be deemed to have been relied upon by the other party or parties and shall survive for a period of twelve (12) months after the Closing and shall not merge in the performance of any obligation by any party hereto. All rights to indemnification contained in this Agreement shall survive the Closing indefinitely.

  • Representations and Warranties of Residential Funding The Company, as assignee of Residential Funding under the Assignment Agreement, hereby assigns to the Trustee for the benefit of Certificateholders all of its right, title and interest in respect of the Assignment Agreement applicable to a Mortgage Loan. Insofar as the Assignment Agreement relates to the representations and warranties made by Residential Funding in respect of such Mortgage Loan and any remedies provided thereunder for any breach of such representations and warranties, such right, title and interest may be enforced by the Master Servicer on behalf of the Trustee and the Certificateholders. Upon the discovery by the Company, the Master Servicer, the Trustee or the Custodian of a breach of any of the representations and warranties made in the Assignment Agreement (which, for purposes hereof, will be deemed to include any other cause giving rise to a repurchase obligation under the Assignment Agreement) in respect of any Mortgage Loan which materially and adversely affects the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties (the Custodian being so obligated under a Custodial Agreement). The Master Servicer shall promptly notify Residential Funding of such breach and request that Residential Funding either (i) cure such breach in all material respects within 90 days from the date the Master Servicer was notified of such breach or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Section 2.02; provided that Residential Funding shall have the option to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date; provided that if the breach would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure, repurchase or substitution must occur within 90 days from the date the breach was discovered. If a breach of the Compliance With Laws Representation has given rise to the obligation to repurchase or substitute a Mortgage Loan pursuant to Section 4 of the Assignment Agreement, then the Master Servicer shall request that Residential Funding pay to the Trust Fund, concurrently with and in addition to the remedies provided in the preceding sentence, an amount equal to any liability, penalty or expense that was actually incurred and paid out of or on behalf of the Trust Fund, and that directly resulted from such breach, or if incurred and paid by the Trust Fund thereafter, concurrently with such payment. In the event that Residential Funding elects to substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 2.04, Residential Funding shall deliver to the Trustee or the Custodian for the benefit of the Certificateholders with respect to such Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment of the Mortgage in recordable form, if required pursuant to Section 2.01, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed as required by Section 2.01. No substitution will be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution shall not be part of the Trust Fund and will be retained by the Master Servicer and remitted by the Master Servicer to Residential Funding on the next succeeding Distribution Date. For the month of substitution, distributions to the Certificateholders will include the Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter Residential Funding shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend or cause to be amended the Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a Discount Mortgage Loan, the Schedule of Discount Fractions, for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Qualified Substitute Mortgage Loan or Loans and the Master Servicer shall deliver the amended Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a Discount Mortgage Loan, the amended Schedule of Discount Fractions, to the Trustee. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement and the related Subservicing Agreement in all respects, Residential Funding shall be deemed to have made the representations and warranties with respect to the Qualified Substitute Mortgage Loan contained in the related Assignment Agreement, and the Company and the Master Servicer shall be deemed to have made with respect to any Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in this Section 2.04, in Section 2.03 hereof and in Section 4 of the Assignment Agreement, and the Master Servicer shall be obligated to repurchase or substitute for any Qualified Substitute Mortgage Loan as to which a Repurchase Event (as defined in the Assignment Agreement) has occurred pursuant to Section 4 of the Assignment Agreement. In connection with the substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the amount (if any) by which the aggregate principal balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans (in each case after application of the principal portion of the Monthly Payments due in the month of substitution that are to be distributed to the Certificateholders in the month of substitution). Residential Funding shall deposit the amount of such shortfall into the Custodial Account on the day of substitution, without any reimbursement therefor. Residential Funding shall give notice in writing to the Trustee of such event, which notice shall be accompanied by an Officers' Certificate as to the calculation of such shortfall and (subject to Section 10.01(f)) by an Opinion of Counsel to the effect that such substitution will not cause (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) any portion of any REMIC to fail to qualify as such at any time that any Certificate is outstanding. It is understood and agreed that the obligation of Residential Funding to cure such breach or purchase, or to substitute for, a Mortgage Loan as to which such a breach has occurred and is continuing and to make any additional payments required under the Assignment Agreement in connection with a breach of the Compliance With Laws Representation shall constitute the sole remedy respecting such breach available to the Certificateholders or the Trustee on behalf of Certificateholders. If the Master Servicer is Residential Funding, then the Trustee shall also have the right to give the notification and require the purchase or substitution provided for in the second preceding paragraph in the event of such a breach of a representation or warranty made by Residential Funding in the Assignment Agreement. In connection with the purchase of or substitution for any such Mortgage Loan by Residential Funding, the Trustee shall assign to Residential Funding all of the Trustee's right, title and interest in respect of the Assignment Agreement applicable to such Mortgage Loan.

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