Validity of Representations. The representations and warranties of Borrower contained in Section 6 and in each of the other Loan Documents shall be true and 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 on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), and Borrower shall have performed and complied with all covenants and conditions hereof and thereof, no Event of Default or Potential Default shall have occurred and be continuing or shall exist.
Validity of Representations. All representations and warranties of Buyer contained in this Agreement shall be true in all material respects at and as of the Closing as if such representations and warranties were made at and as of the Closing, and Buyer shall have performed and satisfied in all material respects all agreements, covenants and conditions required by this Agreement to be performed and satisfied by Buyer at or prior to the Closing.
Validity of Representations. The Chargor represents and warrants to and undertakes with the Security Trustee that each of the representations and warranties contained and referred to in Clause 4.1 is true and accurate as at the date hereof and will be true and accurate in all respects each day until the Release Day with reference to the then existing facts and circumstances.
Validity of Representations. The Company offer and sale of the Shares has been conditioned on exemptions from registration based upon the validity of the representations, warranties and covenants of each Purchaser. Each Purchaser severally but not jointly agrees to indemnify and hold harmless the Company and its directors, officers, affiliates, agents, successors and assigns from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred by the Company as result of any inaccuracy in or breach of the representations, warranties or covenants made by such Purchaser herein. The agreement hereby with each Purchaser is deemed to be a separate agreement, and the sale of Shares to each such Purchaser is a separate sale.
Validity of Representations. The representations and warranties contained herein do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
Validity of Representations. Parent, Acquisition Sub ---------------------------- and the Company shall each take such action as is reasonably necessary to render their respective representations and warranties accurate on and as of the Effective Date. Without limiting the foregoing, the Company shall take any action required by Parent to ensure the accuracy of Section 2.22 if Parent determines that would be desirable.
Validity of Representations. The representations and warranties contained in this Agreement and in each of the other Loan Documents shall be true and correct.
Validity of Representations. 46 SECTION 5.14.
Validity of Representations. To the extent the conditions precedent to the obligations of Buyer are within the reasonable control of Sellers, Sellers shall take all commercially reasonable actions necessary or appropriate to cause such conditions to be satisfied on or prior to the Closing Date.
Validity of Representations. Seller shall cause all the representations and warranties of Seller contained in this Agreement to be true and correct on and as of the Closing Date in all material respects. To the extent the conditions precedent to the obligations of Buyer are within the control of Seller, Seller shall cause such conditions to be satisfied on or prior to the Closing Date.
