Common use of SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT Clause in Contracts

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 126 contracts

Samples: Note Purchase Agreement, Note Purchase Agreement (Madison Gas & Electric Co), Note Purchase Agreement

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SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser you of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser you or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser you and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 120 contracts

Samples: Master Note Purchase Agreement (Polaris Industries Inc/Mn), Note Purchase Agreement (Uil Holdings Corp), Note Purchase Agreement (Uil Holdings Corp)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note, and Note may be relied upon by any subsequent holder of a any such Note, regardless of any investigation made at any time by or on behalf of such any Purchaser or any other holder of a any such Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser the Purchasers and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 17 contracts

Samples: Note Purchase Agreement (Stericycle Inc), Note Purchase Agreement (Stericycle Inc), Note Purchase Agreement (Intercontinentalexchange Inc)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 14 contracts

Samples: Note Purchase Agreement, Note Purchase Agreement (Kayne Anderson MLP Investment CO), Note Purchase Agreement (Kayne Anderson MLP Investment CO)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, Note and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company as of the date of such statements under this Agreement. Subject to the preceding sentence, this Agreement and Agreement, the Notes and any Guaranty Agreement embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 9 contracts

Samples: Note Purchase Agreement (Unitil Corp), Note Purchase Agreement (Unitil Corp), Note Purchase Agreement (Unitil Corp)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the NotesBonds, the purchase or transfer by any Purchaser of any Note Bond or portion thereof or interest therein and the payment of any NoteBond, and may be relied upon by any subsequent holder of a NoteBond, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a NoteBond. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement Agreement, the Mortgage, the Supplemental Indenture and the Notes Bonds embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 8 contracts

Samples: Bond Purchase Agreement, Bond Purchase Agreement, Purchase Agreement

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and Agreement, the Notes and any Subsidiary Guarantee Agreements embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 6 contracts

Samples: Subsidiary Guarantee Agreement (Idexx Laboratories Inc /De), Subsidiary Guarantee Agreement (Idexx Laboratories Inc /De), Subsidiary Guarantee Agreement (Idexx Laboratories Inc /De)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein in any Financing Document shall survive the execution and delivery of this Agreement and the Notes, Notes and the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Notetherein, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such any Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument or writing delivered by or on behalf of the Company pursuant to this Agreement any Financing Document shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes Financing Documents embody the entire agreement and understanding between each Purchaser and the Company Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 6 contracts

Samples: Guaranty Agreement (Tiffany & Co), Guaranty Agreement (Tiffany & Co), Note Purchase Agreement (Tiffany & Co)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement (including any Supplemental Note Purchase Agreement) and the Notes, the purchase or transfer by any Purchaser you of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser you or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and any Supplemental Note Purchase Agreement and the Notes embody the entire agreement and understanding between each Purchaser you and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 6 contracts

Samples: Note Purchase Agreement (STERIS PLC), Note Purchase Agreement (STERIS PLC), Note Purchase Agreement (STERIS PLC)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the NotesBonds, the purchase or transfer by any Purchaser of any Note Bond or portion thereof or interest therein and the payment of any NoteBond, and may be relied upon by any subsequent holder of a NoteBond, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a NoteBond. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes Bonds embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 5 contracts

Samples: Bond Purchase Agreement (Centerpoint Energy Inc), Bond Purchase Agreement (Centerpoint Energy Inc), Bond Purchase Agreement (Centerpoint Energy Inc)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement any Financing Document shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes Financing Documents embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 5 contracts

Samples: Note Purchase Agreement (Getty Realty Corp /Md/), Note Purchase Agreement (Getty Realty Corp /Md/), Note Purchase and Guarantee Agreement (Getty Realty Corp /Md/)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement Agreement, any Subsidiary Guaranty and the Notes embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 5 contracts

Samples: Master Note Agreement (CERNER Corp), Master Note Agreement (CERNER Corp), Note Purchase Agreement (Artisan Partners Asset Management Inc.)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company any Obligor pursuant to this Agreement shall be deemed representations and warranties of the Company such Obligor under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between among each Purchaser and the Company Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 5 contracts

Samples: Note Purchase Agreement (Lineage, Inc.), Note Purchase Agreement (Lineage, Inc.), Note Purchase Agreement (Lineage, Inc.)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder or Beneficial Holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder or Beneficial Holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 4 contracts

Samples: Note Purchase Agreement (Piper Jaffray Companies), Existing Note Purchase Agreement (Piper Jaffray Companies), Note Purchase Agreement (Piper Jaffray Companies)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the related Notes, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note, and Note may be relied upon by any subsequent holder of a any such Note, regardless of any investigation made at any time by or on behalf of such any Purchaser or any other holder of a any such Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Issuer pursuant to this Agreement shall be deemed representations and warranties of the Company or the Issuer under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser the Purchasers, the Company and the Company Issuer and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 4 contracts

Samples: Note Purchase Agreement (Evans Bob Farms Inc), Note Purchase Agreement (Jackson Hewitt Tax Service Inc), Jackson Hewitt Tax Service Inc

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the NotesFinancing Agreements, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or any Subsidiary pursuant to this Agreement the Financing Agreements shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes Financing Agreements embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 4 contracts

Samples: Note Purchase Agreement (Obsidian Energy Ltd.), Note Purchase Agreement (Obsidian Energy Ltd.), Note Purchase Agreement (Obsidian Energy Ltd.)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein in this Agreement shall survive the execution and delivery of this Agreement Agreement, the Indenture and the NotesBonds, the purchase or transfer by any Purchaser of any Note Bond or portion thereof or interest therein and the payment of any NoteBond, and may be relied upon by any subsequent holder of a NoteHolder, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a NoteHolder. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement or the Indenture shall be deemed representations and warranties of the Company Company, as of the date made, under this Agreement. Subject to the preceding sentence, this Agreement Agreement, the Indenture and the Notes Bonds embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereofof this Agreement.

Appears in 4 contracts

Samples: Agreement (CMS Energy Corp), Bond Purchase Agreement (Consumers Energy Co), Bond Purchase Agreement (Consumers Energy Co)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement Agreement, the Operative Agreements and the Notes, the purchase or transfer by any Purchaser you of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser you or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Tenant pursuant to this Agreement shall be deemed representations and warranties of the Company or the Tenant under this Agreement. Subject to the preceding sentence, this Agreement Agreement, the Operative Agreements and the Notes embody the entire agreement and understanding between each Purchaser you and the Company and the Tenant and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 4 contracts

Samples: Note Purchase Agreement (Hewitt Holdings LLC), Note Purchase Agreement (Hewitt Holdings LLC), Note Purchase Agreement (Hewitt Holdings LLC)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon upon, by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company Issuer pursuant to this Agreement shall be deemed representations and warranties of the Company Issuer under this Agreement. Subject to the preceding sentence, this Agreement and Agreement, the Notes and any Note Guaranty embody the entire agreement and understanding between each Purchaser and the Company Issuer and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 4 contracts

Samples: Note Purchase Agreement (CoreSite Realty Corp), Note Purchase Agreement (CoreSite Realty Corp), Subsidiary Guaranty Agreement (CoreSite Realty Corp)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the either Constituent Company pursuant to this Agreement shall be deemed representations and warranties of the such Constituent Company under this Agreement. Subject to the preceding sentence, this Agreement Agreement, the Notes and the Notes Subsidiary Guaranty Agreement embody the entire agreement and understanding between each Purchaser and the Company Constituent Companies and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 4 contracts

Samples: Subsidiary Guaranty Agreement (Americold Realty Trust), Note and Guaranty Agreement (Americold Realty Trust), Subsidiary Guaranty Agreement (Americold Realty Trust)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by the Company or any subsequent holder of a Note, as applicable, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a NotePerson. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and Agreement, the Notes and each Guaranty Agreement embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 3 contracts

Samples: Note Purchase Agreement (National Health Investors Inc), Note Purchase Agreement (National Health Investors Inc), Agreement (National Health Investors Inc)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder Holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder Holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company made as of the date of delivery of such certificate or other instrument (except as otherwise provided therein) under this Agreement. Subject to the preceding sentence, this Agreement and the Notes Credit Documents embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 3 contracts

Samples: Note Purchase Agreement (Bloom Energy Corp), Note Purchase Agreement (Bloom Energy Corp), Note Purchase Agreement (Bloom Energy Corp)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any each Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such any Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company either Obligor pursuant to this Agreement shall be deemed representations and warranties of the Company such Obligor under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser the Purchasers and the Company Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 3 contracts

Samples: Note and Guarantee Agreement (Rank Group PLC /Eng), Note and Guarantee Agreement (Kilroy Realty Corp), Note and Guarantee Agreement (Midas Inc)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement (including any Supplemental Note Purchase Agreement) and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such any Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and any Supplemental Note Purchase Agreement and the Notes embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 3 contracts

Samples: Note Purchase Agreement (STERIS PLC), Note Purchase Agreement (STERIS PLC), Note Purchase Agreement (STERIS PLC)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser you of any Note or portion thereof or interest therein and the payment of any NoteNote through the payment or prepayment in full thereof, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser you or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser you and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 3 contracts

Samples: Note Purchase Agreement (Tetra Technologies Inc), Master Note Purchase Agreement (Tetra Technologies Inc), Note Purhase Agreement (Tetra Technologies Inc)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any Obligor and any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company any Obligor pursuant to this Agreement shall be deemed representations and warranties of the Company Obligors under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser and the Company Obligors and supersede all prior agreements and understandings (written or oral) relating to the subject matter hereof.

Appears in 3 contracts

Samples: Note Purchase Agreement (Gallagher Arthur J & Co), Note Purchase Agreement (Gallagher Arthur J & Co), Guaranty Agreement (Gallagher Arthur J & Co)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser you of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder Holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser you or any other holder Holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser you and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 3 contracts

Samples: Exhibit Index (Showbiz Pizza Time Inc), Note Purchase Agreement (Showbiz Pizza Time Inc), Note Purchase Agreement (Aearo Corp)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a validly transferred Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and Agreement, the Notes and any NPA Guaranty embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 3 contracts

Samples: Note Purchase Agreement (Public Service Co of New Mexico), Note Purchase Agreement (Texas New Mexico Power Co), Public Service Co of New Mexico

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note, Note and may be relied upon by any subsequent holder of a any such Note, regardless of any investigation made at any time by or on behalf of such any Purchaser or any other holder of a any such Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser the Purchasers and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 3 contracts

Samples: Note Purchase Agreement (Teledyne Technologies Inc), Agreement (Teledyne Technologies Inc), Agreement (Teledyne Technologies Inc)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the NotesFinancing Documents, the purchase or transfer by any Purchaser you of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser you or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement the Financing Documents shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes Financing Documents embody the entire agreement and understanding between each Purchaser you and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 2 contracts

Samples: Note Purchase Agreement (Ogara Co /Oh/), Note Purchase Agreement (Kroll O Gara Co)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement Agreement, the Notes and the Notes Guaranty Agreement(s) embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 2 contracts

Samples: Note Purchase Agreement (Hudson Pacific Properties, L.P.), Accession Agreement (Hudson Pacific Properties, L.P.)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Parent or the Company pursuant to this Agreement shall be deemed representations and warranties of the Company Parent or the Company, as applicable, under this Agreement. Subject to the preceding sentence, this Agreement Agreement, the Notes and the Notes Guaranty Agreement embody the entire agreement and understanding between each Purchaser Purchaser, the Parent and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 2 contracts

Samples: Guaranty Agreement (Empire State Realty OP, L.P.), Guaranty Agreement (Empire State Realty OP, L.P.)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein herein, as of the date in which they are given, shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company (as of the date in which they are given) pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and Agreement, the Notes and any Subsidiary Guaranties embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 2 contracts

Samples: Subsidiary Guaranty Agreement (Paychex Inc), Subsidiary Guaranty Agreement (Paychex Inc)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement or any other Financing Document shall be deemed representations and warranties of the Company under this AgreementAgreement or such other Financing Document. Subject to the preceding sentence, this Agreement Agreement, the Notes and the Notes other Financing Documents embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 2 contracts

Samples: Note Purchase Agreement (Teekay Offshore Partners L.P.), Note Purchase Agreement (Teekay LNG Partners L.P.)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser a Noteholder of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser a Noteholder or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement Agreement, the Notes, the other Financing Documents and the Notes Security Documents embody the entire agreement and understanding between each Purchaser Noteholder and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 2 contracts

Samples: Note Purchase Agreement (Spartech Corp), Note Purchase Agreement (Spartech Corp)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any the Purchaser of any Note hereunder or portion thereof or interest therein and the payment of any NoteNote hereunder, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes hereunder embody the entire agreement and understanding between each the Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 2 contracts

Samples: Note Purchase Agreement (Medallion Financial Corp), Note Purchase Agreement (Medallion Financial Corp)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement Agreement, any Guaranty Agreements and the Notes embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 2 contracts

Samples: Guaranty Agreement (Caseys General Stores Inc), Guaranty Agreement (Caseys General Stores Inc)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes Note Documents embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 2 contracts

Samples: Note Purchase Agreement (SmartStop Self Storage REIT, Inc.), Note Purchase Agreement (SmartStop Self Storage REIT, Inc.)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company Transaction Entities pursuant to this Agreement shall be deemed representations and warranties of the Company Transaction Entities under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser and the Company Transaction Entities and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 2 contracts

Samples: Note Purchase Agreement (Velocity Financial, Inc.), Note Purchase Agreement (Velocity Financial, Inc.)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein or in any Financing Document shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement or in any Financing Document shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes Financing Documents embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 2 contracts

Samples: Note Purchase Agreement (REV Renewables, Inc.), Note Purchase Agreement (REV Renewables, Inc.)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.. Cleco Power LLC Note Purchase Agreement

Appears in 2 contracts

Samples: Note Purchase Agreement (Cleco Corp), Cleco Corp

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company or the Parent pursuant to this Agreement shall be deemed representations and warranties of the Company or the Parent under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser and the Company and the Parent, and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 2 contracts

Samples: Note Purchase Agreement (Luxottica Group Spa), Note Purchase Agreement (Luxottica Group Spa)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the either Constituent Company pursuant to this Agreement shall be deemed representations and warranties of the such Constituent Company under this Agreement. Subject to the preceding sentence, this Agreement, the Notes, the Subsidiary Guaranty Agreement and the Notes other Note Documents embody the entire agreement and understanding between each Purchaser and the Company Constituent Companies and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 2 contracts

Samples: Pledge Agreement (Sunstone Hotel Investors, Inc.), Pledge Agreement (Sunstone Hotel Investors, Inc.)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the either a Constituent Company pursuant to this Agreement shall be deemed representations and warranties of the Company Constituent Companies under this Agreement. Subject to the preceding sentence, this Agreement Agreement, the Notes and the Notes Subsidiary Guaranty Agreement embody the entire agreement and understanding between each Purchaser and the Company Constituent Companies and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 2 contracts

Samples: Subsidiary Guaranty Agreement (Rexford Industrial Realty, Inc.), Purchase and Guarantee Agreement (Rexford Industrial Realty, Inc.)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement Agreement, the Notes and any Subsidiary Guaranties and the Notes other Financing Agreement embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 2 contracts

Samples: Note Purchase Agreement (Myers Industries Inc), Note Purchase Agreement (Myers Industries Inc)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement Agreement, the Notes and the Notesother Note Documents, the purchase or transfer by any Purchaser you of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder Holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser you or any other holder Holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement or the other Note Documents shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement Agreement, the Notes and the Notes other Note Documents embody the entire agreement and understanding between each Purchaser you and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 2 contracts

Samples: Delmarva Power & Light Co /De/, Pepco Holdings Inc

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such a Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser the Purchasers and the Company and supersede all prior agreements and understandings relating to the subject matter hereofhereof and thereof.

Appears in 2 contracts

Samples: Note Purchase Agreement (WGL Holdings Inc), Washington Gas Light Co

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the a Constituent Company pursuant to this Agreement shall be deemed representations and warranties of the Company Constituent Companies under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser and the Company Constituent Companies and supersede all prior agreements and understandings relating to the subject matter hereof.. Back to Contents

Appears in 2 contracts

Samples: Subsidiary Guaranty Agreement (Brandywine Realty Trust), Subsidiary Guaranty Agreement (Brandywine Operating Partnership Lp /Pa)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and Agreement, the Notes and any Subsidiary Guaranties embody the entire agreement and understanding between each Purchaser Purchaser, the Note Administrative Agent and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 2 contracts

Samples: Note Purchase Agreement (Atlas Corp.), Note Purchase Agreement (Atlas Corp.)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, Note and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 2 contracts

Samples: Note Purchase Agreement, Note Purchase Agreement (Unitil Corp)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such any Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this AgreementAgreement as of the date made. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser the Purchasers and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 2 contracts

Samples: Subsidiary Guaranty Agreement (Ruby Tuesday Inc), Subsidiary Guaranty Agreement (Ruby Tuesday Inc)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes other Transaction Documents embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 2 contracts

Samples: Master Note Agreement (Stepan Co), Defined Terms (Stepan Co)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note, and Note may be relied upon by any subsequent holder of a any such Note, regardless of any investigation made at any time by or on behalf of such any Purchaser or any other holder of a any such Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes other Note Documents embody the entire agreement and understanding between each Purchaser the Purchasers and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Note Purchase Agreement (GFI Group Inc.)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement, each Guaranty Agreement and the Notes embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Guaranty Agreement (Caseys General Stores Inc)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes each other Financing Document embody the entire agreement and understanding between each Purchaser and the Company each Obligor and supersede all prior agreements and understandings relating to the subject matter hereof. SECTION 17.

Appears in 1 contract

Samples: Tiaa Real Estate Account

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any such Note or portion thereof or interest therein and the payment of any Note, and Note may be relied upon by any subsequent holder of a any such Note, regardless of any investigation made at any time by or on behalf of such any Purchaser or any other holder of a any such Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company any Obligor pursuant to this Agreement shall be deemed representations and warranties of the Company Obligors under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser the Purchasers and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Note Purchase Agreement (Helen of Troy LTD)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser you of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser you or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of New Dreyer's or the Company pursuant to this Agreement shall be deemed representations and warranties of New Dreyer's or the Company Company, as the case may be, under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser you, New Dreyer's and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Note Purchase Agreement (Dreyers Grand Ice Cream Holdings Inc)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a NoteHolder, regardless of any investigation made at any time by or on behalf of such any Purchaser or any other holder of a NoteHolder. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser you and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Note Purchase Agreement (Schulman a Inc)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a NoteHolder, regardless of any investigation made at any time by or on behalf of such any Purchaser or any other holder of a NoteHolder. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser the Purchasers, Probex and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Note Purchase Agreement (Probex Corp)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may may, in good faith, be relied upon as made on the date of each Closing by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement, made as of the date therein provided. Subject to the preceding sentence, this Agreement and Agreement, the Notes and any Subsidiary Guaranties embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Kirby Corp

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, Note and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser the Purchasers and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Note Purchase Agreement (G&k Services Inc)

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SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement Agreement, the Notes and the Notesany other Note Document, the purchase or transfer by any Purchaser you of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser you or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement and any other Note Document shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement Agreement, the Notes and the Notes other Note Documents embody the entire agreement and understanding between each Purchaser you and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Note Purchase Agreement (Truserv Corp)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the NotesFinancing Agreements, the purchase or transfer by any Purchaser of any Note Bond or portion thereof or interest therein and the payment of any NoteBond, and may be relied upon by any subsequent holder Holder of a NoteBond, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder Holder of a NoteBond. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this any Financing Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes Financing Agreements embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Dayton Power & Light Co

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser Holder of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder Holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser Holder or any other holder of a NoteHolder. All statements contained in any certificate or other instrument delivered by or on behalf of the Parent or the Company pursuant to this Agreement or any other Note Document shall be deemed representations and warranties of the Company Parent or the Company, as applicable, under this Agreement. Subject to the preceding sentence, this Agreement Agreement, the Notes and the Notes other Note Documents embody the entire agreement and understanding between each Purchaser Holder and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Note Purchase Agreement (Global Cash Access Holdings, Inc.)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement Agreement, the Notes, the Guaranties and the Notes other Transaction Documents embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Note Purchase Agreement (Eastgroup Properties Inc)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and Agreement, the Notes and any Subsidiary Guaranties embody the entire agreement 41 and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Guaranty Agreement (Evercore Inc.)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser the Purchasers of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such any Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser the Purchasers, the Paying Agent and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Note Purchase Agreement (Omnipoint Corp \De\)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by you or any Purchaser of any Note Noteholder or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a NoteNoteholder, regardless of any investigation made at any time by or on behalf of such Purchaser you or any other holder of a NoteNoteholder. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes other Note Documents embody the entire agreement and understanding between each Purchaser you, the Noteholders and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Note Purchase Agreement (Bema Gold Corp /Can/)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Parent or the Company pursuant to this Agreement shall be deemed representations and warranties of the Company Parent or the Company, as applicable, under this Agreement. Subject to the preceding sentence, this Agreement and Agreement, the Notes and any Subsidiary Guaranties embody the entire agreement and understanding between each Purchaser Purchaser, the Parent and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Note Purchase Agreement (Empire State Realty OP, L.P.)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and Agreement, the Notes any Subsidiary Guarantee and any Subsidiary Guarantees embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Note Purchase Agreement (Smith & Nephew PLC)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser original New Noteholder of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser any original New Noteholder or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes other Financing Documents embody the entire agreement and understanding between each Purchaser the New Noteholders and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Securities Purchase Agreement (Westwood One Inc /De/)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes Financing Documents embody the entire agreement and understanding between each Purchaser the Purchasers and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Note Purchase and Private Shelf Agreement (West Pharmaceutical Services Inc)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. 35 41 All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser you of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser you or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Parent or the Company pursuant to this Agreement shall be deemed representations and warranties of the Parent and the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser you and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Note Purchase Agreement (Big Lots Inc)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the either Constituent Company pursuant to this Agreement shall be deemed representations and warranties of the such Constituent Company under this Agreement. Subject to the preceding sentence, this Agreement and Agreement, the Notes and any Subsidiary Guaranties embody the entire agreement and understanding between each Purchaser and the Company Constituent Companies and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Execution Version (Education Realty Operating Partnership L P)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser Notheholder of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser any Noteholder or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Issuer or the Company pursuant to this Agreement shall be deemed representations and warranties of the Issuer or the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser the Noteholders and the Issuer and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Note Purchase Agreement (Cordiant Communications Group PLC /Adr)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Secured Notes, the purchase or transfer by any Purchaser you of any Secured Note or portion thereof or interest therein and the payment of any Secured Note, and may be relied upon by any subsequent holder of a Secured Note, regardless of any investigation made at any time by or on behalf of such Purchaser you or any other holder of a Secured Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Secured Notes embody the entire agreement and understanding between each Purchaser you, the Company, and the Company ICON and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Note Purchase Agreement (Credit Suisse First Boston Inc)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement Agreement, the Notes, the Springing Parent Guaranty and the Notes any Subsidiary Guaranty embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Note Purchase Agreement (Kite Realty Group, L.P.)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser or any holder of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and CTDOCS/1630373.11 warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Note Purchase Agreement (West Pharmaceutical Services Inc)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and Agreement, the Notes and any other Transaction Documents embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof. SECTION 17.

Appears in 1 contract

Samples: Note Purchase Agreement (Golden State Water CO)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any such Note or -45- portion thereof or interest therein and the payment of any Note, Note and may be relied upon by any subsequent holder of a any such Note, regardless of any investigation made at any time by or on behalf of such any Purchaser or any other holder of a any such Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser the Purchasers and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Note Purchase Agreement (Teledyne Technologies Inc)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser you of any Note or portion thereof or interest therein and the payment of any NoteNote (but not the payment in full of all of the Notes), and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser you or any other holder of a Noteholder. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser you and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Note Purchase Agreement (Seitel Inc)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Parent or the Company pursuant to this Agreement shall be deemed representations and warranties of the Parent or the Company (as applicable) under this Agreement. Subject to the preceding sentence, this Agreement Agreement, the Notes and the Notes Excel Guaranty embody the entire agreement and understanding between each Purchaser and the Parent and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Note Purchase Agreement (Excel Trust, L.P.)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser you of any Note or portion thereof or interest therein and the partial payment of any Notethe Notes, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser you or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties pursuant to Section 4.1 of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser you and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Note Purchase Agreement (Globe Business Resources Inc)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and Agreement, the Notes and any Subsidiary Guaranties embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter ​ ​ ​ 48 ​ ​ hereof.

Appears in 1 contract

Samples: Note Purchase Agreement (Marcus Corp)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this The Brink's Company Note Purchase Agreement Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Note Purchase Agreement (Brinks Co)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein in this Agreement shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a NoteHolder, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a NoteHolder. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement Agreement, the Indenture and the Notes embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Note Purchase Agreement (Uil Holdings Corp)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement Agreement, the amendment and restatement of the Existing Notes, the purchase or transfer by any Purchaser Holder of any Note or portion thereof or interest therein and the payment of any Note, Note and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser Holder or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser the Holders and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Parent Guaranty Agreement (Cintas Corp)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and Agreement, the Notes and any Note Guaranties embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.. XXXXXX REALTY, L.P. NOTE PURCHASE AGREEMENT

Appears in 1 contract

Samples: Note Purchase Agreement (Kilroy Realty, L.P.)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this AgreementAgreement made as of the date given and qualified to the extent provided therein. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Note Purchase Agreement (Stepan Co)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser the Purchasers of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder Holder of a Note, regardless of any investigation made at any time by or on behalf of such any Purchaser or any other holder Holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser the Purchasers, the Paying Agent and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Note Purchase Agreement (Omnipoint Corp \De\)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and Agreement, the Notes and any Subsidiary Guaranties embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof. SECTION 17.

Appears in 1 contract

Samples: Chesapeake Utilities Corp

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser Holder of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser Holder or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser Holder and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Note Purchase Agreement (Granite Construction Inc)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement Agreement, the Notes and the Notesother Finance Documents, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement Agreement, the Notes and the Notes other Finance Documents embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Note Purchase Agreement (Black Hills Corp /Sd/)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.. CenterPoint Energy Resources Corp. Note Purchase Agreement

Appears in 1 contract

Samples: Note Purchase Agreement (Centerpoint Energy Resources Corp)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a NoteNote or Notes, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a NoteNote or Notes. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Note Purchase Agreement (Keyspan Corp)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder Holder of a Note, regardless of any investigation made at any time by or on behalf of such any Purchaser or any other holder Holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Tortoise MLP Fund, Inc. Note Purchase Agreement Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser the Purchasers and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Note Purchase Agreement (Tortoise MLP Fund, Inc.)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein in any Financing Document shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser you of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser you or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement any Financing Document shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes Financing Documents embody the entire agreement and understanding between each Purchaser you and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Shaw Group Inc

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser you of any Note or portion thereof or interest therein and the payment of any NoteNote through the payment or prepayment in full thereof, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser you or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and Agreement, the Notes and any Subsidiary Guarantees embody the entire agreement and understanding between each Purchaser you and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Note Purchase Agreement (PQ Group Holdings Inc.)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. 77 All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser you of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser you or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser you and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Note Purchase Agreement (Nfo Worldwide Inc)

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notesother Related Documents, the purchase or transfer by any a Purchaser of any Note or Warrant, or portion thereof or interest therein therein, and the payment of any NoteNote or the exercise of any Warrant, and may be relied upon by any subsequent holder of a NotePurchaser, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a NotePurchaser. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes other Related Documents embody the entire agreement and understanding between each Purchaser the Purchasers and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

Appears in 1 contract

Samples: Assignment and Assumption (Orthovita Inc)

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