Truth of Representations and Warranties of the Vendor Sample Clauses

Truth of Representations and Warranties of the Vendor. The representations and warranties of the Vendor contained in this Agreement shall be true and correct on the date hereof and at the Time of Closing with the same force and effect as if such representations and warranties had been made on and as of each of such times.
Sample 1
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Truth of Representations and Warranties of the Vendor. The representations and warranties of the Vendor contained in this Agreement or in any Ancillary Agreement shall be true and correct as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of such date, and the Vendor shall also have executed and delivered a certificate to that effect. The receipt of such evidence and the Closing shall not be a waiver of the representations and warranties of the Vendor which are contained in this Agreement. Upon the delivery of such certificates, the representations and warranties of the Vendor in Article 3 shall be deemed to have been made on and as of the Closing Date with the same force and effect as if made on and as of such date.
Sample 1
Truth of Representations and Warranties of the Vendor. All of the representations and warranties contained in Section 3.1 of this Agreement qualified by materiality (or Material Adverse Effect or similar qualifications) shall be true and correct at the Time of Closing and all representations and warranties contained in Section 3.1 of this Agreement not so qualified shall be true and correct in all material respects at the Time of Closing, (a) in each case with the same effect as if made at and as of the Time of Closing and giving effect to the Reorganization, (b) where appropriate after giving effect to the Reorganization, as if made by the Vendor on behalf of one or more BRP Companies and (c) in each case as if the transfer of the U.S. Patents and Trade-marks pursuant to the U.S. IP Assignment occurred at the Time of Closing, and the Purchaser shall have received a certificate of a senior officer of the Vendor confirming the foregoing.
Sample 1
Truth of Representations and Warranties of the Vendor. (a) Subject to Section 13.1.1(b), the representations and warranties of the Vendor contained in this Agreement and in any agreement, certificate, affidavit, statutory declaration or other document delivered or given pursuant to this Agreement: (i) which are qualified by materiality shall be true and correct on the date hereof and at the Time of Closing in all respects; and (ii) which are not so qualified shall be true and correct at the Time of Closing, except to the extent that any inaccuracy or incorrectness would not materially adversely affect, either individually or in the aggregate, the Purchased Assets or Business or the completion of the transactions herein; with the same force and effect as if such representations and warranties had been made on and as of each of such times. The Vendor shall deliver to the Purchaser at the Time of Closing certificates, affidavits, statutory declarations or other evidence to such effect and to the effect that as of the Closing Date each of the conditions set forth in this Article 13 have been complied with. (b) The Purchaser will have accepted, and will be reasonably satisfied with, any matter added to the Disclosure Statement pursuant to Section 8.5. Notwithstanding the foregoing, however, if the Purchaser reasonably objects, in writing, to any matter added to the Disclosure Statement the Purchaser will nevertheless be obligated to complete the transaction contemplated by this Agreement unless any such matters will have a material adverse effect on the Business; provided, however, that the Purchaser's closing of the transaction contemplated by this Agreement will not be deemed to be a waiver of any breach of the representations and warranties regarding any matter added to the Disclosure Statement as to which the Purchaser has reasonably objected within five (5) Business Days after receipt of written notice of such addition. 61 56.
Sample 1
Truth of Representations and Warranties of the Vendor. The representations and warranties of the Companies and the Vendor contained in this Agreement shall be true and correct as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of such date and the Companies and the Vendor shall also have executed and delivered a certificate to that effect. Except as otherwise specifically agreed to in writing by and between the parties, the receipt of such evidence and the Closing shall not be a waiver of the representations and warranties of the Vendor which are contained in this
Sample 1
Truth of Representations and Warranties of the Vendor. The representations and warranties of the Vendor contained in this Agreement and in any agreement, certificate or other document delivered or given pursuant to this Agreement (including, without limitation, the representations and warranties set forth in Article 7) shall, except to the extent required to be modified to reflect the satisfaction of the terms of this agreement, be true and correct on the date hereof and at the Time of Closing in all material respects with the same force and effect as if such representations and warranties had been made on and as of each of such times. The Vendor shall deliver to the Purchaser at the Time of Closing a certificate to such effect and to the effect that as of the Closing Date each of the conditions set forth in this Article 14 have been complied with in all material respects.
Sample 1
Truth of Representations and Warranties of the Vendor. The ----------------------------------------------------- representations and warranties of the Vendor contained in this Agreement shall be true and correct as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of such date, and the Vendor shall have executed and delivered a certificate of a senior officer to that effect. The receipt of such certificate and the Closing shall not be a waiver of the representations and warranties of the Vendor which are contained in this Agreement. Upon the delivery of such certificate, the representations and warranties of the Vendor in Article 5 shall be deemed to have been made on and as of the Closing Date with the same force and effect as if made on and as of such date.
Sample 1
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Truth of Representations and Warranties of the Vendor. The representations and warranties of the Vendor contained in this Agreement and in any agreement, certificate or other document delivered or given pursuant to this Agreement (including, without limitation, the representations and warranties set forth in Article 7) shall in all material respects be true and correct on the date hereof and at the Time of Closing with the same force and effect as if such representations and warranties had been made on and as of each of such times. The Vendor shall deliver to the Purchaser at the Time of Closing a certificate to such effect and to the effect that as of the Closing Date each of the conditions set forth in this Article 14 have been complied with.
Sample 1

Related to Truth of Representations and Warranties of the Vendor

  • Truth of Representations and Warranties The representations and warranties made by the Purchaser in this Agreement or given on its behalf hereunder shall be substantially accurate in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date.

  • Representations and Warranties of the Vendor The Vendor hereby makes the following representations and warranties to the Purchaser and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and completing the Transaction:

  • REPRESENTATIONS AND WARRANTIES OF THE VENDORS The Vendors hereby represent and warrant to the Allottee as follows: (i) The Owners have marketable title with respect to the said Land on the basis of the several purchase deeds executed and registered in favour of the Owners, details whereof are mentioned in Schedule-H hereto and absolute, actual, physical and legal possession of the said Land for the Project; (ii) The Promoter has lawful rights and requisite approvals from the competent Authorities to carry out development of the Project; (iii) There are no encumbrances upon the said Land or the Project created by the Owners and the Promoter; (iv) There are no litigations pending against the Owners and Promoter before any Court of law or Authority with respect to the said Land, Project or the said Apartment; (v) All approvals, licenses and permits issued by the Corporation with respect to the Project, said Land and the said Apartment are valid and subsisting and have been obtained by following due process of law. Further, the Promoter has been and shall, at all times, remain to be in compliance with all applicable laws in relation to the Project, said Land, said Block and the said Apartment and Common Areas; (vi) The Vendors have the right to enter into this Agreement and have not committed or omitted to perform any act or thing whereby the right of the Allottee created herein, may prejudicially be affected. (vii) The Vendors have not entered into any agreement for sale or any other agreement/arrangement with any person or party with respect to the said Land including the Project and the said Apartment which will, in any manner, affect the rights of Allottee under this Agreement; (viii) The Vendors confirm that the Vendors are not restricted in any manner whatsoever from selling the said Apartment to the Allottee in the manner contemplated in this Agreement; (ix) At the time of execution of the conveyance deed the Promoter shall hand over lawful, vacant, peaceful, physical possession of the said Apartment to the Allottee; (x) The said Apartment is not the subject matter of any HUF and that no part thereof is owned by any minor and/or no minor has any right, title and claim over the said Apartment; (xi) The Promoter has duly paid and shall continue to pay and discharge all governmental dues, rates, charges and taxes and other monies, levies, impositions, premiums, damages and/or penalties and other outgoings, whatsoever, payable with respect to the said Land to the Corporation till the Completion Certificate is issued; (xii) No notice from the Government or any other local body or authority or any legislative enactment, government ordinance, order, notification (including any notice for acquisition or requisition of the said Apartment) has been received by or served upon the Promoter in respect of the said Land and/or the Project.

  • Representations and Warranties of the Owner The Owner, as a condition to the consummation of the transactions contemplated hereby, makes the following representations and warranties to the Servicer as of each Closing Date:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER The Buyer represents and warrants to the Seller as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYERS The Buyers, jointly and severally, hereby represent and warrant to the Sellers as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE WARRANTORS Unless specifically indicated otherwise, the Warrantors hereby jointly and severally represent and warrant to the Investor that the statements in this Section 3, except as set forth in the Disclosure Schedule (the “Disclosure Schedule”) attached to this Agreement as Schedule C (the contents of which shall also be deemed to be representations and warranties hereunder), are all true, correct and complete as of the date hereof and the date of the Closing. For purposes of this Section 3, any reference to a party’s “knowledge” means such party’s best knowledge after due and diligent inquiries of officers, directors, and other employees of such party reasonably believed to have knowledge of the matter in question.

  • Accuracy of Representations and Warranties The representations and warranties of Purchaser contained in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

  • Repetition of representations and warranties On each day throughout the Facility Period, the Borrower shall be deemed to repeat the representations and warranties in clause 7 updated mutatis mutandis as if made with reference to the facts and circumstances existing on such day.

  • Representations and Warranties of the Lessee Lessee hereby represents and warrants to the Lessor, which representations and warranties shall be deemed to be restated by Lessee each time Lessor makes an advance of the Development Financing, that: 1. VALIDITY OF DEVELOPMENT FINANCING DOCUMENTS - The Development Financing Documents are in all respects legal, valid and binding according to their terms. 2. NO PRIOR LIEN ON FIXTURES - No mortgage, xxxx of sale, security agreement, financing statement, or other title retention agreement (except those executed in favor of Lessor) has been, or will be, executed with respect to any fixture (except Lessee's trade fixtures not financed with this Development Financing) used in conjunction with the construction, operation or maintenance of the improvements.

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