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Specific Representations and Warranties Sample Clauses

Specific Representations and WarrantiesUnless otherwise specified in Section B of Part I (Individual Terms), each Party undertakes that throughout the Term it will: (a) have, maintain and comply with the requirements of all authorisations and consents that Party is responsible for procuring and maintaining; (b) comply with all Applicable Law, and not by its acts or omissions knowingly or recklessly cause the other Party to breach any Applicable Law or this Agreement; (c) provide the other Party with all documents, data, certificates or other information relating to the subject matter of this Agreement as the other Party may reasonably request (including any of the same that the other Party may have been requested to provide to a Competent Authority), and shall provide any Competent Authority with all documents, data, certificates or other information relating to the subject matter of this Agreement which such Competent Authority may request from time to time; (d) any other specific additional representations and warranties as specified in Section B of Part I (Individual Terms).
Specific Representations and WarrantiesThe Transferor makes the following specific representations and warranties set out below to Transferee:-
Specific Representations and WarrantiesThe Sellers hereby jointly and severally make the following specific representations and warranties set out below to Purchasers:-
Specific Representations and Warranties. (i) Each Loan Party represents and warrants that (A) the representations and warranties made by such Loan Party set forth in the Loan Documents are true and correct in all material respects on and as of the First Amendment Effective Date; provided, that any representation and warranty made as of an earlier date shall remain true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall remain true and correct (after giving effect to any qualification therein) in all respects on such respective dates and (B) no Default or Event of Default has occurred and is continuing or will result after giving effect to this Agreement on and as of the First Amendment Effective Date; and (ii) Each Loan Party represents and warrants that on the First Amendment Effective Date, after giving effect to the transactions contemplated by this Agreement to occur on the First Amendment Effective Date, such Loan Party is Solvent.
Specific Representations and Warranties. Each Loan Party party hereto represents and warrants that (i) the representations and warranties made by such Loan Party set forth in the Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof (except to the extent that such representations and warranties relate solely to an earlier date, in which case, such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date and (ii) no Default or Event of Default has occurred and is continuing or will result after giving effect to this Agreement on the date hereof.
Specific Representations and Warranties i. In addition to the representations and warranties provided at Section 2 (REPRESENTATIONS AND WARRANTIES) of Chapter 1 hereof, the Guarantor represents that: (a) The Mortgagor did not pay the Receivable, in full or in part, to the Guarantor and no cause for setoff or decrease of the receivable between the Guarantor and the Mortgagor has occurred. The Guarantor shall not accept any payment from the Mortgagor on account of the Receivable other than as provided in these GCS and under the Mortgage Agreement. (b) The Mortgagor is solvent and no proceedings have been initiated against it in view of opening insolvency, bankruptcy, winding-up, judicial reorganization or any similar proceedings.
Specific Representations and Warranties. Each Request for Disbursement by the Borrower hereunder shall constitute a specific representation and warranty by the Borrower as of such date as follows:
Specific Representations and Warranties. PointCross represents and warrants that (a) the Solutions will conform, in all material respects, to the applicable specifications set forth in the Cover Page, and (b) it will perform the Professional Services, if any, in a professional and workmanlike manner.
Specific Representations and Warranties. (i) Each Loan Party party hereto represents and warrants, as of the Effective Date, that (A) the representations and warranties made by such Loan Party contained in Article V of the Credit Agreement or any other Loan Document are true and correct in all material respects on and as of the Effective Date; provided, that to the extent that such representations and warranties specifically refer to an earlier date, they were true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect,” or similar language is true and correct (after giving effect to any qualification therein) in all respects on the Effective Date (or, in the case of the representations and warranties described in the immediately preceding proviso, were true and correct (after giving effect to any qualification therein) in all respects as of such earlier date) and (B) no Default or Event of Default has occurred and is continuing or will result after giving effect to this Agreement on and as of the Effective Date; and (ii) Holdings represents and warrants that on the Effective Date, Holdings and its Subsidiaries, on a consolidated basis, are Solvent.
Specific Representations and WarrantiesIn entering into this Agreement, OrangeHook and the respective Guarantors concerning the two loans referenced hereunder, each for themselves make the following specific representations and warranties to and in favor of MEZ Capital for the specific purpose and intent of inducing MEZ Capital to enter into this Agreement in reliance thereon: (a) That it/he is free and fully authorized to enter into this Agreement; (b) That it/he has not taken any action, and will not voluntarily take any action during the duration of this Agreement, that will directly or indirectly, prevent the full and timely performance of its/his obligations under this Agreement. (c) That it/he has not received notification of, and otherwise are not aware of, any claims not identified in this Agreement or in the public record by third-parties on or regarding all the payments, the $250,000 Loan Documents and the $1,000,000 Loan Documents as set forth and defined in this Agreement; and (d) OrangeHook specifically represents and warrants that it currently has good corporate standing with the applicable governing authorities and that all required corporate authority actions were taken to approve and authorize the entity to enter into this Agreement and to have this Agreement executed and its terms fully implemented and honored by its designated officers, representatives, and agents.