Truth of Warranties, Representations, and Statements Sample Clauses

Truth of Warranties, Representations, and Statements. All of the statements, representations, and warranties made by Purchaser in this Agreement are true and accurate in every material respect.
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Truth of Warranties, Representations, and Statements. All of the statements, representations, and warranties made by Seller in this Agreement and the statements and information set forth in the attached Exhibits are true and accurate in every material respect.
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Truth of Warranties, Representations, and Statements. No representation, warranty or covenant made by Purchaser in this Agreement, the Schedules or the Exhibits attached to this Agreement contains an untrue statement of a material fact or omits to state a material fact required to be stated herein or therein or is necessary to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading.
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Truth of Warranties, Representations, and Statements. All of the statements, representations, and warranties made by Seller in this Agreement and the statements and information set forth in the attached Schedules are true and accurate in every respect, subject in each case to any materiality, knowledge or other qualification provided for in this Agreement with respect to the same. Notwithstanding anything else to the contrary herein, any reference in this Agreement to "knowledge" of Seller shall be deemed to mean the actual knowledge of, after due inquiry , the officers of Seller and the officers of the Company, all in their representative capacities as officers of Seller and not in their individual capacities (and such individuals shall have no personal liability in connection therewith).
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Truth of Warranties, Representations, and Statements. All of the statements, representations, and warranties made by Seller in this Agreement and the statements and information set forth in the attached Schedules are true and accurate in every material respect. 2.31
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Truth of Warranties, Representations, and Statements. All of the statements, representations and warranties made by the Sellers in this Agreement and the statements and information set forth in the Disclosure Letter are true and accurate in every material respect. THE PURCHASERS HEREBY ACKNOWLEDGE AND AGREE THAT EXCEPT WITH RESPECT TO THE FOREGOING REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE II ABOVE, OR AS MAY BE EXPRESSLY SET FORTH ELSEWHERE IN THIS AGREEMENT, THAT THE ASSETS SHALL BE SOLD, AND THAT PURCHASER SHALL ACCEPT POSSESSION OF THE ASSETS ON THE CLOSING DATE “AS IS, WHERE IS, WITH ALL FAULTS,” WITH NO RIGHT OF SET-OFF, CONTRIBUTION, COST RECOVERY OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE SELLERS’ EXPRESS REPRESENTATIONS AND WARRANTIES, SUCH SALE SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER BY THE SELLERS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND SELLER DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. THE PURCHASERS SPECIFICALLY ACKNOWLEDGE THAT, EXCEPT FOR THE SELLERS’ REPRESENTATIONS AND WARRANTIES, THE PURCHASERS ARE NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, FROM SELLER AS TO ANY MATTERS CONCERNING THE ASSETS, INCLUDING WITHOUT LIMITATION: (1) THE CONDITION OR SAFETY OF THE LAND OR ANY IMPROVEMENTS THEREOF, INCLUDING, BUT NOT LIMITED TO, PLUMBING, SEWER, HEATING AND ELECTRICAL SYSTEMS, ROOFING, AIR CONDITIONING, IF ANY, FOUNDATIONS, SOILS AND GEOLOGY, INCLUDING HAZARDOUS SUBSTANCES, LOT SIZE, OR SUITABILITY OF THE ASSETS FOR A PARTICULAR PURPOSE; (2) WHETHER THE APPLIANCES, IF ANY, PLUMBING, OR UTILITIES ARE IN WORKING ORDER; (3) THE HABITABILITY OR SUITABILITY FOR OCCUPANCY OF ANY STRUCTURE AND THE QUALITY OF ITS CONSTRUCTION; (4) THE FITNESS OF ANY PERSONAL PROPERTY; (5) WHETHER THE IMPROVEMENTS ARE STRUCTURALLY SOUND, IN GOOD CONDITION, OR IN COMPLIANCE WITH APPLICABLE CITY, COUNTY, STATE, OR FEDERAL STATUTES, CODES, OR ORDINANCES; (6) THE OPERATING PERFORMANCE AND INCOME AND EXPENSES OF THE ASSETS; AND (7) ANY OTHER MATTERS NOT OTHERWISE ENUMERATED HEREINABOVE. THE
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Truth of Warranties, Representations, and Statements. All of the statements, representations, and warranties made by Seller in this Agreement and the statements and information set forth in the attached Schedules are true and accurate in every material respect. Notwithstanding anything else to the contrary herein, any reference in this Agreement to "knowledge," of Seller shall be deemed to mean the actual knowledge of Xxxxxx X. Xxxxxx, Xx., Xxxx X. Xxxxxxx, Xxxxxxx Xxxxxxxxx and each of Seller's regional vice presidents after due inquiry by such persons of the resident directors and executive directors of the Facilities, all in their representative capacities as employees, officers or directors of Seller and not in their individual capacities. PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT EXCEPT WITH RESPECT TO THE FOREGOING REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE II ABOVE, OR THAT WHICH MAY BE EXPRESSLY SET FORTH ELSEWHERE IN THIS AGREEMENT (IF AT ALL) OR IN THE SELLER DOCUMENTS OR RELATED DOCUMENTS, THE ASSETS ARE TO BE CONVEYED BY SELLER TO PURCHASER IN "AS-IS, WHERE-IS" CONDITION WITHOUT WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO ZONING, PHYSICAL CONDITION, ENVIRONMENTAL CONDITION, SUITABILITY FOR A PARTICULAR PURPOSE OR ANY OTHER MATTER WHATSOEVER.
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Truth of Warranties, Representations, and Statements. No representation or warranty of the Sellers contained in this Agreement or in the documents, certificates and written statements furnished to Purchaser for use in connection with the transactions contemplated hereby contains or shall contain any untrue statement of a material fact, or omits or shall omit to state a material fact necessary to make the statements and facts contained therein not misleading or that would otherwise materially and adversely affect the business of the Companies. All the statements, representations, and warranties made by the Sellers in this Agreement and the attached Disclosure Schedule are true and accurate in every material respect, and the Sellers have no information with respect to any facts, circumstances, or conditions which do or would in any way materially and adversely affect the truth of the above warranties and representations or which, if not disclosed, would make the statements, representations, or warranties herein, or in the attached Disclosure Schedule, materially misleading. The Sellers shall have the obligation throughout the period from the date of this Agreement through and including the Closing Date to give Purchaser prompt written notice of the inaccuracy or change in any representation or warranty made by the Sellers in Article II of this Agreement or on any Disclosure Schedule attached hereto. On or before the Closing Date, the Sellers shall provide Purchaser with any and all information or documents relating to any event, transaction or circumstance, as soon as practicable after it becomes Known to Seller, occurring after the date of this Agreement that will render untrue any representation or warranty or Disclosure Schedule of the Sellers contained in this Agreement and such notification shall be deemed to be an update to the applicable representation, warranty, or schedule hereof without the necessity of further action by Purchaser or Sellers. In the event that any such information or documents should have been but were not previously disclosed on the Disclosure Schedule hereto, or set forth material changes which, individually or in the aggregate, materially adversely affect or may materially adversely affect, the Companies and/or their operations, the Purchaser may elect to terminate this Agreement as provided in Article XI hereof. Sellers acknowledge and agree that any information, documents, or notices (including any amendments, additions or supplements to the Disclosure Schedule) delivered to Purc...
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Truth of Warranties, Representations, and Statements. Without in any way affecting the obligation of Purchaser under this Agreement, Purchaser shall have the obligation throughout the period from the date of this Agreement through and including the Closing Date to give Seller prompt written notice of the material inaccuracy or material change in any representation or warranty made by Purchaser in this Article III or on any Schedule attached hereto which is disclosed to Purchaser or brought to Purchaser's attention in writing after the date hereof. All representations and warranties set forth above in this Article III shall survive the Closing for the limited period of, and shall expire at the end of, twelve (12) months following the Closing Date.
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Related to Truth of Warranties, Representations, and Statements

  • Representations and Warranties of Both Parties Each Party hereby represents and warrants to the other Party, as of the Effective Date, that:

  • REPRESENTATIONS AND WARRANTIES OF SPAC SPAC hereby represents and warrants to the Company and each Shareholder as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLERS Sellers represent and warrant to Buyer as follows:

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES OF LESSEE Lessee hereby represents and warrants to Lessor that on the date hereof and on the date of execution of each Schedule:

  • Certain Representations and Warranties Regarding the Collateral Each Pledgor represents and warrants that on the date hereof (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A hereto; (ii) the Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex B hereto; (iii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A through E hereto; and (x) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Interests.

  • REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES Each Seller Party represents and warrants as to itself as follows:

  • Survival of Agreements, Representations and Warranties, etc All representations and warranties contained herein shall survive the execution and delivery of this Agreement.

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