Times when representations are made Sample Clauses

Times when representations are made a) All the representations and warranties in this Clause 19 are made by each Obligor on the date of this Agreement. b) All the representations and warranties in this Clause 19 are deemed to be made by each Obligor on the Drawdown Date. c) Unless a representation and warranty is expressed to be given at a specific date, each Repeating Representation is deemed to be repeated by each Obligor on the first day of each Interest Period; and d) Each Repeating Representation deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date when such representation and warranty is deemed to be made.
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Times when representations are made. (a) The representations and warranties in this Clause 26 are made by each Original Obligor on the date of this Agreement by reference to the facts and circumstances existing on such date provided that: (i) the Repeating Representations shall be deemed to be repeated on the date of each Utilisation Request following the Certain Funds Period, on the first day of each Interest Period, on the date of this Agreement, on the date of each Utilisation and together with the representation and warranty set out in Clause 26.18 (Legal and beneficial ownership) on the date of the accession of each Additional Obligor in respect of itself only; (ii) the Certain Funds Representations shall be deemed to be repeated on Closing and on the date of each Utilisation Request during the Certain Funds Period and on the date of each Utilisation during the Certain Funds Period; (iii) the representations and warranties set out in Clause 26.11 (No misleading information) shall be deemed to be repeated: (A) by the Company: (a) on the date of the issue of the Information Memorandum; and (b) on the Syndication Date, subject to specific written disclosures made by the Company (if any) at least five Business Days prior to the Syndication Date (or, if the Arranger has not notified the Company of the intended Syndication Date ten Business Days' in advance, within five Business Days after receipt of such notice) against such representations which, if so made, shall qualify such representations; and (B) by the Parent on the date of its accession to the terms of this Agreement, subject to specific written disclosures made by the Company (if any) prior to the date of accession against such representations which, if so made, shall qualify such representations; and (iv) the representations and warranties set out in paragraph (b) of Clause 26.12 (Financial Statements) shall be deemed to be repeated on the date of delivery of the respective financial statements. (b) Each representation or warranty in this Clause 26 which is deemed to be made or repeated after the date of this Agreement shall be deemed to be made or repeated by reference to the facts and circumstances existing on the date it is so made or repeated. (c) For the avoidance of doubt the representations and warranties made in this Clause 26, other than in Clause 26.2 (Status) to Clause 26.5 (Power and authority), Clause 26.7 (Validity and admissibility in evidence), Clause 26.11 (No misleading information) and paragraph (b) of Clause 26.1...
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Times when representations are made. (a) All the representations and warranties in this Clause 24 are made by each Original Obligor on the date of this Agreement except for the representations and warranties set out in Clauses 24.7 (No misleading information) and 24.8(c) (Financial statements). (b) The Repeating Representations are deemed to be made, unless otherwise specified, by each Obligor by reference to the facts and circumstances then existing on the date of each Utilisation Request, on each Utilisation Date and the first day of each Interest Period. (c) The representations and warranties in Clause 24.7 (No misleading information) are deemed to be made by the Companies on the date of this Agreement. (d) The representations and warranties in Clause 24.8(c) (Financial statements) are deemed to be made by the Companies on the date on which the applicable set of financial statements is delivered pursuant to Clause 25.1 (Financial statements).
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Times when representations are made. (a) All the Representations are made by each Original Obligor on the Signature Date. (b) All the Representations are deemed to be made by each Obligor on the CP Satisfaction Date. (c) The Repeating Representations are deemed to be made by each Obligor: (i) on the date of each Utilisation Request; (ii) on each Utilisation Date; and (iii) on the first day of each Interest Period. (d) All the Representations, except clause 18.12 (No misleading information) and clause 18.28 (Group Structure Chart), are deemed to be made by each Additional Guarantor on the day on which it becomes (or it is proposed that it becomes) an Additional Guarantor. (e) Each Representation deemed to be made after Signature Date shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.
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Times when representations are made. (a) All the representations and warranties in this Clause 25 are made by each Original Obligor on the date of this Agreement except for the representations and warranties set out in Clauses 25.7 (No misleading information), 25.8(c) (Financial statements) and 25.12 (Offer/Arrangement Documents). (b) The Repeating Representations are deemed to be made, unless otherwise specified, by each Obligor by reference to the facts and circumstances then existing on the date of each Utilisation Request, on each Utilisation Date and the first day of each Interest Period. (c) The representations and warranties in Clause 25.7 (No misleading information) are deemed to be made by the Companies on the Syndication Date. (d) The representations and warranties in Clause 25.8(c) (Financial statements) are deemed to be made by the Companies on the date on which the applicable set of financial statements is delivered pursuant to Clause 26.1 (Financial statements). (e) The representations and warranties in Clause 25.12 (Offer/Arrangement Documents) are deemed to be made by the Companies on: (i) in the case of paragraph (a) of that Clause, the date of the Offer to Purchase for Cash and the date of any subsequent Offer Document; and (ii) in the case of paragraph (b) of that Clause, the date of the announcement of the Arrangement Agreement and the date of any amendment thereto, and, in each case the date of each subsequent Utilisation Request and on each subsequent Utilisation Date, for an Acquisition Loan.
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Times when representations are made. 18.34.1 All of the representations and warranties set out in this clause 18 (other than Ship Representations relating to Ships which are not Mortgaged Ships at such time) are deemed to be made on the dates of: (a) this Agreement; (b) the first Utilisation Request; (c) any Utilisation; and (d) the issuing of any Compliance Certificate. 18.34.2 The Repeating Representations and the Ship Representations relating to Ships which are Mortgaged Ships at such times are deemed to be made on the dates of each subsequent Utilisation Request and the first day of each Interest Period. 18.34.3 All of the Ship Representations are deemed to be made on the first day of the Mortgage Period for the relevant Ship. 18.34.4 Each representation or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances then existing at the date the representation or warranty is deemed to be made.
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Related to Times when representations are made

  • Limitation on Representations and Warranties PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS MASTER PURCHASE AND SALE AGREEMENT, ANY INDIVIDUAL PURCHASE AND SALE AGREEMENT AND/OR IN ANY OF THE DOCUMENTS DELIVERED AT CLOSING, NEITHER THE SELLER, THE FRANCHISOR, OPERATING TENANT, THE EMPLOYER OR ANY OF THEIR AFFILIATES, NOR ANY OF THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, PARTNERS, TRUSTEES, BENEFICIARIES, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, CONTRACTORS, CONSULTANTS, AGENTS OR REPRESENTATIVES, NOR ANY PERSON PURPORTING TO REPRESENT ANY OF THE FOREGOING, HAVE MADE ANY REPRESENTATION, WARRANTY, GUARANTY, PROMISE, PROJECTION OR PREDICTION WHATSOEVER WITH RESPECT TO THE PROPERTY OR THE BUSINESS BEING CONDUCTED AT THE PROPERTY, WRITTEN OR ORAL, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY REPRESENTATION OR WARRANTY AS TO (A) THE CONDITION, SAFETY, QUANTITY, QUALITY, USE, OCCUPANCY OR OPERATION OF THE PROPERTY, (B) THE PAST, PRESENT OR FUTURE REVENUES OR EXPENSES WITH RESPECT TO THE PROPERTY OR THE BUSINESS BEING CONDUCTED AT THE PROPERTY, (C) THE COMPLIANCE OF THE PROPERTY OR THE BUSINESS WITH ANY ZONING REQUIREMENTS, BUILDING CODES OR OTHER APPLICABLE LAW, INCLUDING, WITHOUT LIMITATION, THE AMERICANS WITH DISABILITIES ACT OF 1990, (D) THE ACCURACY OF ANY ENVIRONMENTAL REPORTS OR OTHER DATA OR INFORMATION SET FORTH IN THE SELLER DUE DILIGENCE MATERIALS PROVIDED TO PURCHASER WHICH WERE PREPARED FOR OR ON BEHALF OF THE SELLER, OR (E) ANY OTHER MATTER RELATING TO THE SELLER, THE PROPERTY OR THE BUSINESS BEING CONDUCTED AT THE PROPERTY.

  • Times for making representations and warranties (a) The representations and warranties set out in this Clause 14 are made by the Owner on the date of this Agreement and shall be deemed to be repeated on each Utilisation Date and each date during the Post-Completion Period. (b) When a representation and warranty is repeated, it is applied to the circumstances existing at the time of repetition.

  • Representations and Warranties by the Executive The Executive represents and warrants to the Employer that the execution and delivery by the Executive of this Agreement do not, and the performance by the Executive of the Executive's obligations hereunder will not, with or without the giving of notice or the passage of time, or both: (a) violate any judgment, writ, injunction, or order of any court, arbitrator, or governmental agency applicable to the Executive; or (b) conflict with, result in the breach of any provisions of or the termination of, or constitute a default under, any agreement to which the Executive is a party or by which the Executive is or may be bound.

  • Limitations on Representations and Warranties Except for the representations and warranties specifically set forth in this Agreement, neither Purchaser nor any of its agents, Affiliates or representatives, nor any other Person, makes or shall be deemed to make any representation or warranty to Seller, express or implied, at law or in equity, with respect to the transactions contemplated hereby, and Purchaser hereby disclaims any such representation or warranty whether by Purchaser or any of its officers, directors, employees, agents or representatives or any other Person.

  • Additional Representations and Warranties (A) Each Receivable is being serviced by TMCC as of the Closing Date; (B) as of the Cutoff Date, each Receivable is secured by a new or used car, crossover utility vehicles, light-duty truck or sport utility vehicle; (C) no Receivable was more than 29 days past due as of the Cutoff Date; and (D) as of the Cutoff Date, no Receivable was noted in the records of TMCC or the Servicer as being the subject of a bankruptcy proceeding or insolvency proceeding.

  • Breach of Representations and Warranties by the Company If the Company breaches any of the representations or warranties set forth in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of default under Section 3.4 of the Note.

  • REPRESENTATIONS AND WARRANTIES BY THE UNDERWRITER The Underwriter represents and warrants that: 2.3.1 It is registered as a broker dealer with the SEC under the 1934 Act, and is a member in good standing of the NASD. 2.3.2 Each investment adviser listed on Schedule C (each, an "Adviser") is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and any applicable state securities law.

  • General Representations and Warranties The Contractor represents, warrants and covenants that: (i) The Contractor has all requisite power and authority to execute, deliver and perform its obligations under this Contract and the execution, delivery and performance of this Contract by the Contractor has been duly authorized by the Contractor. (ii) There is no pending litigation, arbitrated matter or other dispute to which the Contractor is a party which, if decided unfavorably to the Contractor, would reasonably be expected to have a material adverse effect on the Contractor’s ability to fulfill its obligations under this Contract. (iii) The Contractor will comply with all laws applicable to its performance of the services and otherwise to the Contractor in connection with its obligations under this Contract. (iv) The Contractor (a) owns, or has the right to use under valid and enforceable agreements, all intellectual property rights reasonably necessary for and related to delivery of the services and provision of the services as set forth in this Contract; (b) shall be responsible for and have full authority to license all proprietary and/or third party software modules, including algorithms and protocols, that Contractor incorporates into its product; and (c) none of the services or other materials or technology provided by the Contractor to the State will infringe upon or misappropriate the intellectual property rights of any third party. (v) The Contractor has adequate resources to fulfill its obligations under this Contract. (vi) Neither Contractor nor Contractor’s subcontractors has past state or federal violations, convictions or suspensions relating to miscoding of employees in NCCI job codes for purposes of differentiating between independent contractors and employees.

  • Nature of Representations and Warranties The representations and warranties set forth in this Section 3.08, insofar as they involve conclusions of law, are made not on the basis that the Seller purports to be a legal expert or to be rendering legal advice, but rather to reflect the parties’ good faith understanding of the legal basis on which the parties are entering into this Agreement and the other Basic Documents and the basis on which the Holders are purchasing the Recovery Bonds, and to reflect the parties’ agreement that, if such understanding turns out to be incorrect or inaccurate, the Seller will be obligated to indemnify the Issuer and its permitted assigns (to the extent required by and in accordance with Section 5.01), and that the Issuer and its permitted assigns will be entitled to enforce any rights and remedies under the Basic Documents, on account of such inaccuracy to the same extent as if the Seller had breached any other representations or warranties hereunder.

  • Representations and Warranties by the Holder The Holder represents and warrants to the Company as follows: (a) This Warrant and the Shares issuable upon exercise thereof are being acquired for its own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the “Act”). Upon exercise of this Warrant, the Holder shall, if so requested by the Company, confirm in writing, in a form satisfactory to the Company, that the securities issuable upon exercise of this Warrant are being acquired for investment and not with a view toward distribution or resale. (b) The Holder understands that the Warrant and the Shares have not been registered under the Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Act pursuant to Regulation D thereof, and that they must be held by the Holder indefinitely, and that the Holder must therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Act or is exempted from such registration. (c) The Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of this Warrant and the Shares purchasable pursuant to the terms of this Warrant and of protecting its interests in connection therewith. (d) The Holder is able to bear the economic risk of the purchase of the Shares pursuant to the terms of this Warrant. (e) The Holder is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Act.

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