SELLER'S REPRESENTATIONS AND WARRANTIES TRUE Sample Clauses

SELLER'S REPRESENTATIONS AND WARRANTIES TRUE. All representations and warranties of Seller contained in this Agreement will be true and correct in all material respects (except that all representations and warranties qualified as to materiality will be true in all respects) as of the Closing, except for those which, in the aggregate, are not Material.
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SELLER'S REPRESENTATIONS AND WARRANTIES TRUE. The representations and warranties made by Seller in Article 6 shall be true and correct in all material respects on the Effective Date and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if such representations had been made on and as of such date.
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SELLER'S REPRESENTATIONS AND WARRANTIES TRUE. The representations and warranties of Seller contained in Article III shall be true and correct in all material respects as of the Closing Date, with the same effect as though such representations and warranties had been made or given again at and as of the Closing Date.
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SELLER'S REPRESENTATIONS AND WARRANTIES TRUE. Each of the representations and warranties of the Sellers contained in this Agreement which is qualified as to materiality shall be true and correct and each such representation and warranty that is not so qualified shall be true and correct in all material respects in each case as of the date hereof and on and as of the Closing Date as if made on and as of such time (except for representations and warranties expressly stated herein to be applicable solely as to a specified date which were true and correct as of such date);
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SELLER'S REPRESENTATIONS AND WARRANTIES TRUE. The representations and warranties made by the Seller in ARTICLE VI shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if such representations had been made on and as of such date. The certificate delivered by the Seller to the Purchaser pursuant to SECTION 13.2(G) shall not disclose that any of the Seller's representations and warranties in ARTICLE VI is untrue or incorrect in any material respect as of the date of such certificate.
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SELLER'S REPRESENTATIONS AND WARRANTIES TRUE. The -------------------------------------------- representations and warranties of Seller contained in this Agreement or in any other document delivered by Seller pursuant hereto shall have been true and correct in all material respects as of the date of this Agreement or when otherwise given and shall be true and correct in all material respects on the Closing Date with the same effect as if made on the Closing Date, and, at the Closing, Seller shall have delivered to Buyer certificates to such effect signed by the President of Seller's Representative.
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SELLER'S REPRESENTATIONS AND WARRANTIES TRUE. All representations and warranties of Seller contained in this Agreement will be true and correct in all material respects as of the Closing with the same force and effect as if made on and as of such date, except (x) for representations and warranties, qualified by materiality or by the term "Material" (in which case such representations and warranties shall be true and correct in all respects) and (y) to the extent such representations and warranties expressly speak as of an earlier date (in which case such representations and warranties shall be true and correct in all respects, or in all material respects, as the case may be, as of such earlier date).
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Related to SELLER'S REPRESENTATIONS AND WARRANTIES TRUE

  • Seller’s Representations and Warranties Seller represents and warrants to Purchaser that:

  • Buyer’s Representations and Warranties The Buyer represents and warrants to the Company that:

  • Seller Representations and Warranties The Seller represents and warrants to the Purchaser as of the Closing Date: (a) The Seller is a New York corporation, validly existing and in good standing under the laws of the State of New York, and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller; (b) The Seller has the power and authority to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms; (c) The Seller is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date; (d) The execution, delivery, and performance of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which the Seller is a party or by which the Seller may be bound; and (e) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations and warranties in this Section shall survive the transfer of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breach.

  • Buyer Representations and Warranties The Buyer represents and warrants to, and covenants and agrees with, the Company, as of the date hereof and as of the Closing Date, as follows:

  • Vendor’s Representations and Warranties The Vendor represents and warrants to the Purchaser that:

  • Purchaser’s Representations and Warranties The Purchaser represents and warrants to the Company that:

  • Subscriber's Representations and Warranties The Subscriber hereby represents and warrants to and agrees with the Company that:

  • Owner’s Representations and Warranties Owner represents and warrants to each Pass Through Trustee, Subordination Agent and Mortgagee that:

  • INVESTOR’S REPRESENTATIONS AND WARRANTIES The Investor represents and warrants to the Company that as of the date hereof and as of the Commencement Date:

  • Holder’s Representations and Warranties Holder represents and warrants to and covenants and agrees with the Company as follows: 1. Holder is purchasing the Debenture and the Common Stock issuable upon conversion or redemption of the Debenture (the “Conversion Shares” and, collectively with the Debenture, the “Securities”) for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. 2. Holder is (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) experienced in making investments of the kind contemplated by this Agreement, (iii) capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, and (iv) able to afford the loss of its investment in the Securities. 3. Holder understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and “blue sky” laws, and that the Company is relying upon the accuracy of, and Holder’s compliance with, Holder’s representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Holder to purchase the Securities; 4. Holder understands that the Securities have not been approved or disapproved by the Securities and Exchange Commission (the “Commission”) or any state or provincial securities commission. 5. This Agreement has been duly and validly authorized, executed and delivered by Holder and is a valid and binding agreement of Holder enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and except as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws.

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