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 Issuer pursuant to this Agreement shall be deemed representations and warranties of the Issuer under this Agreement. Subject to the preceding sentence, this Agreement, the Notes and any Subsidiary Guaranties embody the entire agreement and understanding between each Purchaser and the Issuer and supersede all prior agreements and understandings relating to the subject matter hereof.

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 Issuer a Note Party pursuant to this Agreement shall be deemed representations and warranties of the Issuer such Note Party under this Agreement. Subject to the preceding sentence, this Agreement, Agreement and the Notes and any Subsidiary Guaranties other Note Documents embody the entire agreement and understanding between each Purchaser and the Issuer Note Parties and supersede all prior agreements and understandings relating to the subject matter hereof.

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 Transaction 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 Issuer any Transaction Party pursuant to this Agreement shall be deemed representations and warranties of the Issuer such Transaction Party under this Agreement. Subject to the preceding sentence, this Agreement, the Notes and any Subsidiary Guaranties the other Transaction Documents embody the entire agreement and understanding between each Purchaser and the Issuer Transaction Parties and supersede all prior agreements and understandings relating to the subject matter hereof.

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 Issuer pursuant to this Agreement shall be deemed representations and warranties of the Issuer under this Agreement. Subject to the preceding sentence, this Agreement, Agreement and the Notes and any Subsidiary Guaranties embody the entire agreement and understanding between each Purchaser and the Issuer and supersede all prior agreements and understandings relating to the subject matter hereof.

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 the Notes or portion thereof or interest therein and the payment of any NoteNotes, and may be relied upon by any subsequent holder of a such 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 Issuer Credit Parties pursuant to this Agreement shall be deemed representations and warranties of the Issuer Credit Parties under this Agreement. Subject to the preceding sentence, this Agreement, Agreement and the Notes and any Subsidiary Guaranties embody the entire agreement and understanding between each Purchaser and the Issuer Credit Parties and supersede all prior agreements and understandings relating to the subject matter hereof.

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 Issuer pursuant to this Agreement shall be deemed representations and warranties of the Issuer under this Agreement. Subject to the preceding sentence, this Agreement, Agreement and the Notes and any Subsidiary Guaranties other Transaction Documents embody the entire agreement and understanding between Prudential, each Purchaser and the Issuer and supersede all prior agreements and understandings relating to the subject matter hereof.

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 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 Issuer Company or any other Note Party pursuant to this Agreement or any other Note Document shall be deemed representations and warranties of the Issuer Company or such other Note Party under this Agreement. Subject to the preceding sentence, this Agreement, the Notes and any Subsidiary Guaranties the other Note Documents embody the entire agreement and understanding between each Purchaser and the Issuer Note Parties and supersede all prior agreements and understandings relating to the subject matter hereof.

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 Issuer Issuers pursuant to this Agreement shall be deemed representations and warranties of the Issuer Issuers under this Agreement. Subject to the preceding sentence, this Agreement, Agreement and the Notes and any Subsidiary Guaranties embody the entire agreement and understanding between each Purchaser and the Issuer Issuers and supersede all prior agreements and understandings relating to the subject matter hereof.

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 Issuer either Obligor pursuant to this Agreement shall be deemed representations and warranties of the Issuer such Obligor under this Agreement. Subject to the preceding sentence, this Agreement, Agreement and the Notes and any Subsidiary Guaranties embody the entire agreement and understanding between each Purchaser the Purchasers and the Issuer Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.

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 pursuant to the terms of this Agreement 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 either the Issuer Company or the Parent pursuant to this Agreement shall be deemed representations and warranties of the Issuer such party under this Agreement. Subject to the preceding sentence, this Agreement, Agreement and the Notes and any Subsidiary Guaranties embody the entire agreement and understanding between each Purchaser you on the one hand and the Issuer Company and the Parent on the other hand and supersede all prior agreements and understandings relating to the subject matter hereof.

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 Issuer a Note Party pursuant to this Agreement shall be deemed representations and warranties of the Issuer such Note Party under this Agreement. Subject to the preceding sentence, this Agreement, Agreement and the Notes and any Subsidiary Guaranties other Note Documents embody the entire agreement and understanding between ‑39‑ American Assets Trust, L.P. Note Purchase Agreement each Purchaser and the Issuer Note Parties and supersede all prior agreements and understandings relating to the subject matter hereof.

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, Notes and the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and until the payment of any Noteall of the Notes in full, and may be relied upon (until the payment of all Notes in full) 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 any Issuer Party pursuant to this Agreement shall be deemed representations and warranties of the applicable Issuer Party under this Agreement. Subject to the preceding sentence, this Agreement, Agreement and the Notes and any Subsidiary Guaranties other Note Documents embody the entire agreement and understanding between each Purchaser and the Issuer Parties and supersede all prior agreements and understandings relating to the subject matter hereof.

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 Issuer a Note Party pursuant to this Agreement shall be deemed representations and warranties of the Issuer such Note Party under this Agreement. Subject to the preceding sentence, this Agreement, Agreement and the Notes and any Subsidiary Guaranties other Note Documents embody the entire agreement and understanding between each Purchaser and the Issuer Note Parties and supersede all prior agreements and understandings relating to the subject matter hereof.. ‑47‑ American Assets Trust, L.P. Note 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 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 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 any Note Party pursuant to this Agreement shall be deemed representations and warranties of the Issuer such Note Party under this Agreement. Subject to the preceding sentence, this Agreement, the Notes and any Subsidiary Guaranties the other Financing Agreements embody the entire agreement and understanding between each Purchaser Noteholder and the Issuer Company and Subsidiary Guarantors, if any, and supersede all prior agreements and understandings relating to the subject matter hereof.. Xxxxx, Inc. Amended and Restated Note 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 Issuer a Note Party pursuant to this Agreement shall be deemed representations and warranties of the Issuer such Note Party under this Agreement. American Assets Trust, L.P. Note Purchase Agreement Subject to the preceding sentence, this Agreement, Agreement and the Notes and any Subsidiary Guaranties other Note Documents embody the entire agreement and understanding between each Purchaser and the Issuer Note Parties and supersede all prior agreements and understandings relating to the subject matter hereof.

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 Issuer Obligors pursuant to this Agreement shall be deemed representations and warranties of the Issuer Obligors under this Agreement. Subject to the preceding sentence, this Agreement, Agreement and the Notes and any Subsidiary Guaranties embody the entire agreement and understanding between each Purchaser and the Issuer Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.. Xxxxxxx Xxxxxxx Xxxxxxxxxx, L.P. Note and Guaranty Agreement

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All representations and warranties contained herein in any Note Document shall survive the execution and delivery of this Agreement and the NotesNote 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 Issuer a Note Party pursuant to this Agreement shall be deemed representations and warranties of the Issuer such Note Party under this Agreement. Subject to the preceding sentence, this Agreement, the Notes and any Subsidiary Guaranties other Note Document embody the entire agreement and understanding between each Purchaser and the Issuer Note Parties and supersede all prior agreements and understandings relating to the subject matter hereof.

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 Noteholder or subsequent holder of any such 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 subsequent holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Issuer pursuant to this Agreement shall be deemed representations and warranties of the Issuer under this Agreement. Subject to the preceding sentence, this Agreement, Agreement and the Notes and any Subsidiary Guaranties embody the entire agreement and understanding between each Purchaser the Noteholders and the Issuer and supersede all prior agreements and understandings relating to the subject matter hereof.

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 Issuer pursuant to this Agreement shall be deemed to be representations and warranties of the Issuer under this Agreement. Subject to the preceding sentence, this Agreement, Agreement and the Notes and any Subsidiary Guaranties other Note Documents embody the entire agreement and understanding between each Purchaser and the Issuer and supersede all prior agreements and understandings relating to the subject matter hereof.