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 and in the Ancillary Agreements shall be true and correct as of the Effective 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 Articles 3 shall be deemed to have been made on and as of the Effective 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 or in any Schedule annexed hereto or in any certificate or other document delivered or given pursuant to this Agreement (considered individually and collectively), shall have been accurate in all material respects as of the date of this Agreement, and shall be true and correct in all material respects as of the Closing Date as though made on such date.
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 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
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. 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:
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, 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

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 jointly and severally represent and warrant to the Purchaser the following, and acknowledge that the Purchaser is entitled to rely on such representations and warranties notwithstanding any due diligence investigation done by the Purchaser prior to the closing:

  • 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 Company that:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES Each of the Buyer Parties represents and warrants to each of the Selling Parties as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYERS Each Buyer represents and warrants 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.

  • Affirmation of Representations and Warranties At each Applicable Time, Settlement Date and Representation Date, the Company shall be deemed to have affirmed each representation and warranty contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented as of such date; and each execution and delivery by the Company of a Terms Agreement, shall be deemed to be an affirmation to the Manager that the representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance or of such Terms Agreement as though made at and as of such date, and an undertaking that such representations and warranties will be true and correct as of the Settlement Date for the Shares relating to such acceptance or as of the Time of Delivery relating to such sale, as the case may be, as though made at and as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented as of such date.

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