Updating of the Sellers’ Warranties to Closing Sample Clauses

Updating of the Sellers’ Warranties to Closing. Subject to Clause 8.2, the Seller further warrants and represents to the Purchaser that the Seller’s Warranties will be true and accurate and not misleading at Closing as if they had been repeated at Closing.
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Updating of the Sellers’ Warranties to Closing. 9.3.1 Subject to Clause 9.2, the Relevant Sellers further warrant to the Relevant Purchasers that each of the Sellers’ Warranties contained in paragraphs 1.1, 4.1.4, 4.1.5, 4.1.10, 4.1.11, 4.1.13, 4.1.18(i), 4.2.2, 4.3.1, 4.3.2, 4.3.3, 4.4, 5.1.2, 5.1.11, 5.2.1, 8.1, 8.2.1, 8.2.2(i), 8.2.2 (ii), 8.2.3, 9.5, 11.1, 11.2, 13.4, 16 and 17 of Schedule 12 will be true and accurate in all respects immediately prior to Closing as if they had been repeated immediately prior to Closing and, for this purpose, an express or implied reference in a Warranty to the “date of this Agreement” or “the date of the Offer Letter” or a similar expression is to be construed as a reference to the Closing Date. 9.3.2 In respect of certain of the Sellers’ Warranties being given pursuant to Clause 9.3.1, the wording of the warranties shall be amended, such that, in the Sellers’ Warranty: (i) at the end of the fourth line of paragraph 8.1 in Schedule 12, the words “any Group Company or Group Business” shall be replaced by the words “the Group as a whole”; (ii) in the first line of paragraph 8.2.2(ii) of Schedule 12, the word “material” shall be added after the words “there is no...”; (iii) in the fourth line of paragraph 8.2.3 of Schedule 12, the word “material” shall be added after the words “body with respect to a...”; (iv) in the fifth line of paragraph 8.2.4 of Schedule 12, the word “material” shall be added after the words “omission of which is in...”; (v) in the last line of paragraph 11.1 of Schedule 12, the figure “£250,000” shall be replaced by the figure “£500,000”; and (vi) in the second line of paragraph 11.2 of Schedule 12, the figure “£250,000” shall be replaced by the figure “£500,000”.
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Updating of the Sellers’ Warranties to Closing. Subject to Clause 9.2, each Relevant Seller further warrants to the Purchaser that the Sellers’ Warranties in paragraphs 1.1 and 15 of Schedule 5 will be true and accurate at Closing in all material respects as if they had been repeated at Closing.
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Updating of the Sellers’ Warranties to Closing. 9.3.1 Subject to Clause 9.2, the Relevant Sellers further warrant to the Purchaser that the Sellers’ Warranties will be true and accurate at Closing as if they had been repeated at Closing and on the basis that any express or implied reference in any such Sellers’ Warranty to the date of this Agreement shall be considered a reference to the Closing Date. 9.3.2 The Relevant Sellers shall prepare and provide to the Purchaser no later than ten Business Days prior to the Closing Date a first draft of the Completion Disclosure Letter together with copies of all documents to be annexed thereto and shall thereafter provide updates regularly until provision of the final version on the Closing Date.
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Updating of the Sellers’ Warranties to Closing. 7.3.1 Subject to Clause 7.2, each Seller further warrants to the Purchaser on the Closing Date that the Sellers’ Warranties (other than the lists of documents provided to the Purchaser and referred to in Sellers’ Warranties 1.9, 1.12, 1.13 and 1.14 which lists the Purchaser acknowledges shall not need to be updated on Closing) will be true and accurate in all respects as of the date of this Agreement and as of the Closing Date as if they had been repeated as at the Closing Date.
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Related to Updating of the Sellers’ Warranties to Closing

  • Representations and Warranties of the Seller and the Purchaser (a) The Seller hereby represents and warrants to the Purchaser as of the date of this Agreement that:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

  • REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES Each Seller Party hereby represents and warrants to the Agent and the Purchasers, as to itself, as of the date hereof and as of the date of each Incremental Purchase and the date of each Reinvestment that:

  • Representations and Warranties of the Special Servicer (a) The Special Servicer, in such capacity, hereby represents, warrants and covenants to the other parties hereto and for the benefit of the Certificateholders and the Serviced Non-Trust Mortgage Loan Noteholders, as of the Closing Date, that: (i) The Special Servicer is a corporation validly existing and in good standing under the laws of the State of Florida, and the Special Servicer is in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not: (A) violate the Special Servicer's organizational documents; or (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, which default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened, against the Special Servicer, the outcome of which, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected to prohibit the Special Servicer from entering into this Agreement or materially and adversely affect the ability of the Special Servicer to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Special Servicer of or compliance by the Special Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Special Servicer under this Agreement. (viii) The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of this Agreement. (b) The representations and warranties of the Special Servicer set forth in Section 3.24(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 3.24(a), subject to such appropriate modifications to the representation and warranty set forth in Section 3.24(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

  • REPRESENTATIONS AND WARRANTIES OF THE SELLERS Each of the Sellers, jointly and severally, represents and warrants to the Buyer as follows:

  • Representations and Warranties of the Seller as to the Receivables The Seller has made, in the Receivables Purchase Agreement, each of the representations and warranties as to the Receivables set forth in Exhibit A. The Issuer shall be deemed to have relied on such representations and warranties in accepting the Receivables. Such representations and warranties speak as of the date of execution and delivery of this Agreement and as of the Closing Date, except to the extent otherwise provided, but shall survive the sale, transfer, assignment and conveyance of the Receivables to the Issuer pursuant to this Agreement and the pledge of the Receivables to the Indenture Trustee pursuant to the Indenture. Pursuant to Section 2.01(a), the Depositor has sold, transferred, assigned and otherwise conveyed to the Issuer, as part of the Trust Property, its rights under the Receivables Purchase Agreement, including its right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement upon a breach of such representations and warranties. The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights of the Depositor under the Receivables Purchase Agreement assigned to the Issuer under this Agreement, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement upon a breach of the representations and warranties set forth in Exhibit A, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement and that the Issuer shall not be obligated to enforce any such right indirectly through the Depositor.

  • REPRESENTATIONS AND WARRANTIES OF BUYER AND PARENT Each of Buyer and Parent represents and warrants with respect to itself to Sellers as follows:

  • Representations and Warranties of the Seller The Seller hereby represents and warrants to the Purchaser as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS The Shareholders, individually and separately, represent and warrant as follows:

  • Representations and Warranties of the Selling Stockholders Each of the Selling Stockholders severally and not jointly represents and warrants to each Underwriter and the Company that:

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