The WPG Parties’ Representations and Warranties Sample Clauses

The WPG Parties’ Representations and Warranties. Except as set forth in, or to the extent qualified by any matter set forth in, the disclosure schedules delivered to Purchasers concurrently with the execution of this Agreement, the WPG and Seller represent and warrant to Purchasers as set forth in this Section 11.1, and WPG II and Seller II shall represent and warrant to Purchasers as set forth in this Section 11.1 at such time as they join in this Agreement. As used in this Section 11.1, (a) the phrase “WPG’s Knowledge” (or “knowledge” as it applies to any WPG Party) shall mean the actual knowledge of Xxxxxxx Xxxxxxxx, Xxxx Xxxx and Xxxxxxx Xxxxxxx (collectively, the “WPG Knowledge Parties”), and (b) the phrase “Seller has not received written notice” or similar phrases shall mean that none of Seller, WPG, Seller II, WPG II, any Partnership Entity or any Parallel Partnership Entity has received written notice of the matter in question. There shall be no duty imposed or implied to investigate, inspect or audit any such matters, and there shall be no personal liability on the part of any of the individuals comprising the WPG Knowledge Parties. To the extent either Purchaser has Knowledge prior to the Effective Date that these representations and warranties are inaccurate, untrue or incorrect in any way, such representations and warranties shall be deemed modified to reflect such Purchaser’s Knowledge and shall not be deemed to be breached to the extent of such Purchaser’s Knowledge. As used in this Section 11.1 and in Section 11.2, the phrase “Purchaser’s Knowledge” (or “knowledge” as it applies to either Purchaser) shall mean the actual knowledge of Xxxx Xxxxx and Xxxx X’Xxxxxx (the “Purchaser Knowledge Parties”). There shall be no duty imposed or implied to investigate, inspect, or audit any such matters, and there shall be no personal liability on the part of any of the individuals comprising the Purchaser Knowledge Parties. Notwithstanding the foregoing, nothing disclosed in any UCC searches performed by or at the request of Primary Purchaser shall constitute a waiver by Purchasers of any representation or warranty set forth in this Agreement regarding title to the various membership or partnership interests held, or to be held, by any of the Partnership Entities. Any representation and warranty made in this Section 11.1 as it relates to WPG II or Seller II shall be deemed to be first made as of such joinder date, rather than the Effective Date (Purchasers acknowledging that neither WPG II nor Seller ...
Sample 1
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Related to The WPG Parties’ Representations and Warranties

  • THE PARTIES; REPRESENTATIONS AND WARRANTIES All references in this Agreement to the “Fund” are to each of the management investment companies listed on Appendix A, and each management investment company made subject to this Agreement in accordance with Section 20.6 above, individually, as if this Agreement were between the individual Fund and the Custodian. In the case of a series organization, all references in this Agreement to the “Portfolio” are to the individual series of the series organization on behalf of the individual series. Any reference in this Agreement to “the parties” shall mean the Custodian and such other individual Fund as to which the matter pertains.

  • Your Representations and Warranties You represent and warrant to the Company that:

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

  • Licensor’s Representations and Warranties Licensor represents and warrants to Licensee that:

  • Seller Representations and Warranties The Seller represents and warrants to the Purchaser as of the Closing Date:

  • Company Representations and Warranties The Company represents and warrants to and agrees with each Subscriber that:

  • Vendor’s Representations and Warranties 1. The Vendor represents and warrants to the Purchaser that:

  • Assignor's Representations and Warranties Assignor represents and warrants to Assignee that:

  • Ongoing Representations and Warranties If, at any time during the term of this Agreement, it discovers any fact or omission, or any event or change of circumstances has occurred, which would make any of its representations and warranties herein inaccurate or incomplete in any material respect, it will provide prompt written notification to the Sub-Adviser of such fact, omission, event, or change of circumstance, and the facts related thereto. The Adviser agrees that it will provide prompt notice to the Sub-Adviser in the event that: (i) the Adviser makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, or is otherwise adjudged bankrupt or insolvent by a court of competent jurisdiction; or (ii) a material event occurs that could reasonably be expected to adversely impact the Adviser’s ability to perform this Agreement.

  • Party A’s Representations and Warranties Party A represents and warrants as follows:

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