WARRANTIES OF THE VENDORS Sample Clauses

WARRANTIES OF THE VENDORS. 8.1 Subject to the provisions of Clause 8.7 and as otherwise provided in this Clause 8, the Vendors severally (but subject to the provisions of clause 1.7) warrant to the Purchaser as at the date of this Agreement in the terms set out in Schedule 5. 8.2 Subject to the provisions of Clause 8.7, the Warranties shall be deemed to be repeated at Completion as if any express or implied reference in the Warranties or the Tax Warranties to the date of this Agreement was replaced by a reference to the date of Completion (the “Completion Warranties”). 8.3 The Vendors acknowledge that the Purchaser is entering into this Agreement on the basis of and in express reliance on the Warranties. 8.4 Each of the Warranties and Completion Warranties is separate and independent and, unless otherwise specifically provided, shall not be restricted or limited by reference to any other representation, warranty or term of this Agreement. 8.5 The only Warranties and Completion Warranties given: (a) in respect of Tax are those contained in paragraph 26 of Schedule 5 and none of the other Warranties or Completion Warranties shall be deemed to be given in relation to Tax; (b) in respect of Intellectual Property are those contained in paragraphs 18 and 19 of Schedule 5 and none of the other Warranties or Completion Warranties shall be deemed to be given in relation to Intellectual Property; and (c) in respect of employees or employee-related matters (including any terms of employment and any claims made or threatened by employees) (“Employee Matters”) are those contained in paragraph 21 of Schedule 5 and none of the other Warranties or Completion Warranties shall be deemed to be given in relation to Employee Matters. 8.6 The Purchaser shall not be entitled to claim that any fact, matter or circumstance causes any of the Warranties or Completion Warranties to be breached to the extent Disclosed. 8.7 No liability shall attach to any Vendor in respect of claims under the Warranties, the Completion Warranties, or any provision of this Agreement or the Tax Deed of Covenant or any other document entered into pursuant to this Agreement, if and to the extent only that the limitations set out in Schedule 6 or the Tax Deed of Covenant expressly apply to limit the liability under such claims (but only to the extent of such limitations). 8.8 The Vendors each waive and shall procure that all members of the Vendor Group shall waive any rights and remedies they may have against any member of the Purch...
Sample 1Sample 2
WARRANTIES OF THE VENDORS. 3.1 Each Vendor severally warrants to and in favour of PhotoChannel, subject to any matters or qualifications which are Disclosed, and each acknowledges that PhotoChannel is relying upon such warranties in connection with the matters contemplated by this Agreement: (a) the Vendor owns and has good and marketable title to the number of Purchased Shares set out opposite such Vendor's name on Exhibit C as the legal and beneficial owner thereof, free of all liens, claims, charges, options and encumbrances whatsoever; (b) the Vendor has due and sufficient right and authority to enter into this Agreement on the terms and conditions herein set forth and to transfer the legal and beneficial title and ownership of the Purchased Shares to the Purchaser; (c) this Agreement constitutes a valid and binding obligation of the Vendor; and (d) at the Closing Date, the Vendor will not be a party to, bound by or subject to any indenture, mortgage, lease, agreement, instrument, statute, regulation, order, judgment, decree or law which would be violated, contravened or breached by or under which any default would occur as a result of the execution and delivery by the Vendor of this Agreement or the performance by the Vendor of any of the terms hereof (save that no warranty is provided in respect of compliance by the Vendor with the laws of Canada or any part thereof). 3.2 The Vendors jointly and severally warrant to and in favour of PhotoChannel, subject to any matters or qualifications which are Disclosed, and each acknowledges that PhotoChannel is relying upon such warranties in connection with the matters contemplated by this Agreement:
Sample 1
WARRANTIES OF THE VENDORS. 8.1 The Vendors jointly and severally warrant to the Purchaser as at the date of this Agreement in the terms set out in Schedule 3. 8.2 The Warranties are deemed to be repeated immediately before Completion by reference to the facts and circumstances then existing and any reference made to the date of this Agreement (whether express or implied) in relation to any Warranty shall be construed, in relation to such repetition, as a reference to the Completion Date. 8.3 The Vendors acknowledge that the Purchaser is entering into this Agreement on the basis of and in express reliance on the Warranties. 8.4 Each of the Warranties is separate and independent and, unless otherwise specifically provided, shall not be restricted or limited by reference to any other representation, warranty or term of this Agreement. 8.5 The Warranties are given subject to matters fairly disclosed (with sufficient details to enable the Purchaser to identify the nature and scope of the matter disclosed) in this Agreement or in the Disclosure Letter. 8.6 Any Claim shall be subject to the provisions of Schedule 4 and this Clause 8.
Sample 1
WARRANTIES OF THE VENDORS. The sale and purchase of the Shares is subject to all applicable statutory warranties as well as those contained in the Warranty Agreement.
Sample 1
WARRANTIES OF THE VENDORS. 10.1 The Vendors hereby unconditionally and irrevocably represent and warrant to the Purchaser that all of the Warranties of the Vendors are true, accurate and complete in all respects and are not in any respect misleading as at the date of this Agreement and up to and including the Completion Date. 10.2 The Purchaser’s rights and remedies under Clause 10 will survive the Completion Date and continue in full force and effect notwithstanding the Completion and shall not be affected by the knowledge of the Purchaser of any information of the Group Companies. 10.3 The Vendors acknowledge that the Purchaser is entering into this Agreement in reliance upon the Warranties of the Vendors. 10.4 Any of the Warranties of the Vendors shall be construed as separate and independent and save where expressly provided to the contrary, shall not be limited or restricted by reference to or inference from any other terms of this Agreement or any other covenants. 10.5 On or prior to the Completion Date, if any of the Warranties of the Vendors is found to be untrue, inaccurate or misleading or has not been fully and/or punctually carried out in any respect, or in the event of the Vendors becoming unable or failing to do anything required under this Agreement to be done by them at or before the Completion Date, and if any of the aforesaid comes to the knowledge of the Vendors, the Vendors shall forthwith notify the Purchaser. In such events, the Purchaser shall not be bound to complete the sale and purchase of the Sale Shares, but may by notice in writing rescind this Agreement, in which event the Vendors shall perform all the duties under Clause 9 and the Parties shall be discharged from their respective further obligations hereunder except for their obligations under Clauses 9, 12 and 18 and without prejudice to the rights of either Party in respect of antecedent breaches.
Sample 1
WARRANTIES OF THE VENDORS. 11.1 Subject to Clause 12, each Vendor severally warrants to the Purchaser in respect of itself only, as at the date of this Agreement and at Completion, that: (a) it is (other than the Trust Vendors) the sole legal and beneficial owner of the Shares set opposite its name in Schedule 1 and such Shares are fully paid and so far as it is aware (a) such Shares represent the percentage of the entire issued or to be issued (on a contingent or non-contingent basis, excluding for such purposes the Treasury Shares and the Unissued Sweet Equity) amount of the relevant class of shares in the Company (on a fully diluted basis) as set out opposite its name in Schedule 1 and (b) other than the Existing Share Classes there are no other classes of share in issue or to be issued (on a contingent or non-contingent basis, excluding for such purposes the Treasury Shares and the Unissued Sweet Equity) of the Company; (b) it is, in the case of the Trust Vendors only, the sole legal owner of the Shares set opposite its name in Schedule 1 and the trustees of the Trust Vendors have not exercised any discretion to allot beneficial ownership of such Shares and so far as it is aware (a) such Shares represent the percentage of the entire issued or to be issued (on a contingent or non-contingent basis, excluding for such purposes the Treasury Shares and the Unissued Sweet Equity) amount of the relevant class of shares in the Company (on a fully diluted basis) as set out opposite its name in Schedule 1 and (b) other than the Existing Share Classes there are no other classes of share in issue or to be issued (on a contingent or non-contingent basis, excluding for such purposes the Treasury Shares and the Unissued Sweet Equity) of the Company; (c) save for any Encumbrance that will be discharged upon Completion, there is no Encumbrance in relation to any such Share held by it; (d) such Vendor has taken all necessary actions and has the legal right, all requisite power and authority and necessary consents to enter into and perform this Agreement and each other Transaction Document to which it is a party in accordance with their terms; (e) this Agreement and each other Transaction Document to which it is a party constitute (or shall constitute when executed) valid, legal and binding obligations on such Vendor in accordance with their terms; (f) the execution and delivery of this Agreement and the other Transaction Document to which it is a party by such Vendor and the performance of and co...
Sample 1
WARRANTIES OF THE VENDORS. 9.1 The Vendors severally, and in respect of themselves only, warrant to the Purchaser that, as at the date of this Agreement, the Warranties set out in paragraphs 1, 2.2 and 2.3 of Part A of Schedule 4 are true and accurate in all respects. 9.2 The Vendors jointly warrant to the Purchaser that, as at the date of this Agreement, the Warranties set out in Part A of Schedule 4 (other than the Warranties set out in paragraphs 1, 2.2 and 2.3 of Schedule 4) are true and accurate in all respects. 9.3 The Vendors jointly warrant to the Purchaser that, as at the date of this Agreement, the Warranties set out in Part B of Schedule 4 are, so far as the Vendors are aware, true and accurate in all respects. 9.4 The only Warranties given in respect of Tax are those contained in paragraph 8 of Part B of Schedule 4 and none of the other Warranties shall be deemed to be given in relation to Tax. The only Warranties given in respect of the Properties or real estate matters are those contained in paragraph 14 of Part B of Schedule 4 and none of the other Warranties shall be deemed to be given in relation to the Properties or real estate matters. 9.5 Each Vendor shall jointly indemnify and hold harmless the Purchaser against any Losses incurred by the Purchaser or the Company resulting directly from the Property Nanjing Xxxx Xx Men Hotel (玄武门) — located at 0000 Xxxxxxx, 000 Xxxxx Xxxx Road, Nanjing (南京市中央路000号7425厂内) being appropriated (or the underlying lease agreement being terminated prior to the expiry of its stated term) by a military branch, unit or entity of PRC where such appropriation or early termination has a material adverse effect on the business of any Group Company. 9.6 Notwithstanding any other provision of this Agreement, the Vendors’ liability for Claims shall be limited or excluded, as the case may be, as set out in Schedule 5. 9.7 The Purchaser acknowledges and agrees that, except for the Warranties, the Vendors give no warranty, representation or undertaking as to the accuracy or completeness of any information (including any of the forecasts, estimates, projections, statements of intent or statements of opinion) provided to the Purchaser or any of its Representatives by or on behalf of the Vendors, any Group Company or any of their respective Representatives (howsoever provided).
Sample 1
WARRANTIES OF THE VENDORS. 7.1 Each Vendor warrants to the Purchaser as at the date of this Agreement in the terms set out in Schedule 4. 7.2 Each Vendor undertakes to the Purchaser that as at the date of this Agreement and as at Completion: (a) the Shares constitute all of the shares in the Company held by the Vendors; and (b) the Existing Loans constitute all of the outstanding indebtedness to the applicable Vendor by the Company (other than any unpaid salary or other sums due to the Vendors from the Company in connection with the Vendor’s employment). 7.3 The Warranties are deemed to be repeated immediately before Completion by reference to the facts and circumstances then existing and any reference made to the date of this Agreement (whether express or implied) in relation to any Warranty shall be construed, in relation to such repetition, as a reference to the Completion Date. 7.4 Each Vendor acknowledges that the Purchaser is entering into this Agreement on the basis of and in express reliance on the Warranties.
Sample 1

Related to WARRANTIES OF THE VENDORS

  • 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 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 COMPANIES To induce each Lender and the Agent to execute and deliver this Agreement, each Company represents, warrants and covenants that: (a) The execution, delivery and performance by each Company of this Agreement and all documents and instruments delivered in connection herewith have been duly authorized by all necessary corporate action required on its part, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Company enforceable against such Company in accordance with its terms except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (b) Except with respect to the Existing Events of Default, each of the representations and warranties set forth in the Transaction Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof. (c) Neither the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby or thereby does or shall contravene, result in a breach of, or violate (i) any provision of any Company’s corporate charter, bylaws, operating agreement or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) any mortgage, deed of trust, lease, agreement or other instrument to which any Company is a party, or by which any Company or its property is bound. (d) As of the date of this Agreement, except for the Existing Events of Default, no Event of Default has occurred or is continuing under this Agreement or any other Transaction Document. (e) The Agent’s and the Lender’s security interests in the Collateral continue to be valid, binding and enforceable first-priority security interests which secure the obligations under the Transaction Documents and no tax or judgment liens are currently on record against any Company. (f) Except with respect to the Existing Events of Default, any misrepresentation of a Company, or any failure of a Company to comply with the covenants, conditions and agreements contained in any agreement, document or instrument executed or delivered by any Company with, to or in favor of any Company shall constitute a Forbearance Default hereunder and an immediate Event of Default under the Financing Agreement. (g) The recitals in this Agreement are true and correct.

  • REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS Each of the Contributors, severally and not jointly, solely as to itself and not as to any other Contributor, hereby represents and warrants to the Purchaser and ATA as follows:

  • Warranties of the Company The Company represents and warrants to, and agrees with you, as set forth below: (a) the Registration Statement on its effective date complied with the applicable provisions of the Act and the rules and regulations of the Commission and the Registration Statement at its effective date and as of the Applicable Time did not, and at the Time of Purchase will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, the Pricing Disclosure Package as of the Applicable Time did not contain an 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, and the Basic Prospectus on the date of this Agreement and the Prospectus as of its date complies, and at the Time of Purchase the Prospectus will comply, with the applicable provisions of the Act and the Trust Indenture Act of 1939, as amended (Trust Indenture Act), and the rules and regulations of the Commission, the Basic Prospectus and the Prospectus as of their respective dates do not, and the Prospectus at the Time of Purchase will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the Company makes no warranty or representation to the Underwriters with respect to any statements or omissions made in the Registration Statement, the Basic Prospectus, any Permitted Free Writing Prospectus or the Prospectus in reliance upon and in conformity with information furnished in writing to the Company by, or through the Representative on behalf of, any Underwriter expressly for use in the Registration Statement, the Basic Prospectus or Prospectus, or to any statements in or omissions from that part of the Registration Statement that shall constitute the Statement of Eligibility under the Trust Indenture Act of the Trustee under the Indenture. (b) As of the Time of Purchase, the Indenture will have been duly authorized by the Company and duly qualified under the Trust Indenture Act and, when executed and delivered by the Trustee and the Company, will constitute a legal, valid and binding instrument enforceable against the Company in accordance with its terms and such Notes will have been duly authorized, executed, authenticated and, when paid for by the purchasers thereof, will constitute legal, valid and binding obligations of the Company entitled to the benefits of the Indenture, except as the enforceability thereof may be limited by bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors’ rights in general, and except as the availability of the remedy of specific performance is subject to general principles of equity (regardless of whether such remedy is sought in a proceeding in equity or at law), and by an implied covenant of good faith and fair dealing. (c) The documents incorporated by reference in the Registration Statement or Pricing Prospectus, when they were filed with the Commission, complied in all material respects with the applicable provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations of the Commission thereunder, and as of such time of filing, when read together with the Pricing Prospectus, the Permitted Free Writing Prospectuses and the Prospectus, none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information contained in a Permitted Free Writing Prospectus listed in Exhibit 3 does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and no such Permitted Free Writing Prospectus, taken together with the remainder of the Pricing Disclosure Package as of the Applicable Time, did contain an 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. (d) Since the respective dates as of which information is given in the Registration Statement and the Pricing Prospectus, except as otherwise referred to or contemplated therein, there has been no material adverse change in the business, properties or financial condition of the Company. (e) This Agreement has been duly authorized, executed and delivered by the Company. (f) The consummation by the Company of the transactions contemplated herein is not in violation of its charter or bylaws, will not result in the violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court having jurisdiction over the Company or its properties, and will not conflict with, or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company under any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument to which the Company is a party or by which it may be bound or to which any of its properties may be subject (except for conflicts, breaches or defaults which would not, individually or in the aggregate, be materially adverse to the Company or materially adverse to the transactions contemplated by this Agreement). (g) No authorization, approval, consent or order of any court or governmental authority or agency is necessary in connection with the issuance and sale by the Company of the Notes or the consummation of the transactions by the Company contemplated in this Agreement, except (A) such as may be required under the 1933 Act or the rules and regulations thereunder; (B) the qualification of the Indenture under the Trust Indenture Act; (C) the approval of the PUCO; and (D) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or “Blue Sky” laws. (h) The consolidated financial statements of the Company and its consolidated subsidiaries together with the notes thereto, included or incorporated by reference in the Pricing Prospectus and the Prospectus present fairly the financial position of the Company at the dates or for the periods indicated; said consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles applied, apart from reclassifications disclosed therein, on a consistent basis throughout the periods involved; and the selected consolidated financial information of the Company included in the Pricing Prospectus and the Prospectus presents fairly the information shown therein and has been compiled, apart from reclassifications disclosed therein, on a basis consistent with that of the audited financial statements of the Company included or incorporated by reference in the Pricing Prospectus and the Prospectus. (i) There is no pending action, suit, investigation, litigation or proceeding, including, without limitation, any environmental action, affecting the Company before any court, governmental agency or arbitration that is reasonably likely to have a material adverse effect on the business, properties, financial condition or results of operations of the Company, except as disclosed in the Pricing Prospectus. (j) At the determination date for purposes of the Notes within the meaning of Rule 164(h) under the Act, the Company was not an “ineligible issuer” as defined in Rule 405 under the Act. (k) The Company has not made any filings pursuant to the Securities Exchange Act of 1934, as amended, or the rules and regulations thereunder, within 24 hours preceding the Applicable Time. The Company’s covenants, warranties and representations contained in this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of any person, and shall survive the delivery of and payment for the Notes hereunder.

  • Representations and warranties of the Contractor The Contractor represents and warrants to the Authority that: (a) it is duly organised and validly existing under the laws of India, and has full power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby; (b) it has taken all necessary corporate and/or other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement; (c) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof; (d) it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; (e) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement; (f) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, or accelerate performance required by any of the terms of its memorandum and articles of association or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected; (g) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement; (h) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement; (i) it has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a material adverse effect on its ability to perform its obligations under this Agreement; (j) no representation or warranty by it contained herein or in any other document furnished by it to the Authority or to any Government Instrumentality in relation to Applicable Permits contains or will contain any untrue or misleading statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading; (k) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any person by way of fees, commission or otherwise for securing the contract or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; (l) all information provided by the {selected bidder/ members of the Consortium} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects; and (m) nothing contained in this Agreement shall create any contractual relationship or obligation between the Authority and any Sub- contractors, designers, consultants or agents of the Contractor.

  • Representations and Warranties of the Company The Company represents and warrants to each Underwriter that:

  • 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 SHAREHOLDERS The Shareholders, individually and separately, represent and warrant as follows:

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