Warranty and Reaffirmation of Warranties and Representations; Survival of Warranties and Representations Sample Clauses

Warranty and Reaffirmation of Warranties and Representations; Survival of Warranties and Representations. Each request by Borrower Group for an advance or loan pursuant to this Agreement or the Other Agreements shall constitute (i) a warranty and representation by Borrower Group to Lender that there does not then exist an Event of Default or any event or condition which, with notice, lapse of time or the happening of any further condition, event or act, including the making of such loan or advance, would constitute an Event of Default and (ii) a reaffirmation as of the date of said request of the representations and warranties of Borrower Group contained in Section 8.1 and in Sections 8.2 and 8.3 with respect to Collateral then existing. All representations and warranties of Borrower Group contained in this Agreement, the Other Agreements and the Approval Letter shall survive the execution, delivery and acceptance thereof by the parties thereto and the closing of the transactions described therein or related thereto.
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Warranty and Reaffirmation of Warranties and Representations; Survival of Warranties and Representations. Except as otherwise disclosed in writing by Borrower to Bank, each request for an advance made by Borrower pursuant to this Agreement shall constitute (i) a warranty and representation by Borrower to Bank that there does not then exist an Event of Default or Possible Default, and (ii) a reaffirmation by Borrower as of the date of said request of the representations and warranties contained in Sections 6.1, 6.2 and 6.3 with respect to Collateral then existing. All representations and warranties of Borrower contained in this Agreement and the Other Agreements shall survive the execution, delivery and acceptance thereof by the parties thereto and the closing of the transactions described therein or related thereto.
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Warranty and Reaffirmation of Warranties and Representations; Survival of Warranties and Representations. Each request made by Borrower for a Loan pursuant to the Loan Documents shall constitute (i) a warranty and representation by each Borrower to Lenders that there does not then exist an Event of Default or a Default, except as otherwise notified to Lenders by a Borrower and (ii) a reaffirmation as of the date of said request of the representations and warranties of the Borrowers contained in Subsections 5.1 (a) through 5.1(s) hereof. All representations and warranties of the Borrowers contained in the Loan Documents shall survive the execution, delivery and acceptance thereof by the parties thereto and the closing of the transactions described therein or related thereto.
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Warranty and Reaffirmation of Warranties and Representations; Survival of Warranties and Representations. Each request for an Advance or a Term Loan made by Borrower pursuant to the Loan Documents shall constitute (i) a warranty and representation by each Loan Party to Lender that there does not then exist an Event of Default or a Default, except as otherwise notified in writing to Lender by a Loan Party and (ii) a reaffirmation as of the date of said request of the representations and warranties of the Loan Parties contained in paragraphs 9.1, 9.2, 9.3 and 9.
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Warranty and Reaffirmation of Warranties and Representations; Survival of Warranties and Representations. Each request for an Advance made by Borrower pursuant to the Loan Documents shall constitute (i) a warranty and representation by Borrower to Lender that there does not then exist an Event of Default or a Default, except as otherwise notified to the Lender by Borrower and (ii) a reaffirmation as of the date of said request of the representations and warranties of Borrower contained in paragraphs (a) through (j) of PARAGRAPH 9.1 and in PARAGRAPHS 9.2, 9.3 AND 9.4 with respect to Collateral then existing. All representations and warranties of --------------------------------------------- ROBEXXX, XXC. 1999 ANNUAL REPORT ON FORM 10-K Page 109 of 128 Borrower contained in the Loan Documents shall survive the execution, delivery and acceptance thereof by the parties thereto and the closing of the transactions described therein or related thereto.
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Warranty and Reaffirmation of Warranties and Representations; Survival of Warranties and Representations. Each request for an advance made by Borrowers pursuant to this Third Modification, the Loan Agreement or the Loan Documents shall constitute a reaffirmation as of the date of said request of the representations and warranties of Borrowers contained in Section 7 of the Loan Agreement and Section 3.1 of this Third Modification. All representations and warranties of Borrowers contained in this Third Modification and the Loan Documents shall survive the execution, delivery and acceptance thereof by the parties thereto and the closing of the transactions described therein or related thereto and the termination of this Third Modification for any reason.
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Related to Warranty and Reaffirmation of Warranties and Representations; Survival of Warranties and Representations

  • Survival of Warranties and Representations The parties hereto agree that all warranties and representations of the parties survive the closing of this transaction.

  • Warranties and Representations 9.3.1 The Supplier warrants and represents that:- (a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) the Contract is executed by a duly authorised representative of the Supplier; (c) in entering the Contract it has not committed any Fraud; (d) as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; (e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or its assets which will or might affect its ability to perform its obligations under the Contract; (f) it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect on its ability to perform its obligations under the Contract; (g) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue; (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) it has not done or omitted to do anything which could have an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract.

  • Seller’s Warranties and Representations The matters set forth in this Section 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe that any of the representations and warranties contained in this Article 11 may cease to be true and correct, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate. As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx Xxxxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives of Seller having the responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreement. There shall be no duty imposed or implied to investigate, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledge.

  • WARRANTIES AND REPRESENTATION 34.1 Neither of the Parties will be bound by any express or implied term, representation, warranty, promise or the like, not recorded herein.

  • Covenants, Warranties and Representations Each of the parties covenants, warrants and represents for itself as follows:

  • GENERAL WARRANTIES AND REPRESENTATIONS The Borrower warrants and represents to the Agent and the Lenders that except as hereafter disclosed to and accepted by the Agent and the Majority Lenders in writing:

  • Nonsurvival of Representations, Warranties and Agreements None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for those covenants and agreements contained herein and therein which by their terms apply in whole or in part after the Effective Time.

  • Survival of Representations, Warranties and Agreements Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Investor herein shall survive the execution of this Agreement, the delivery to the Investor of the Shares being purchased and the payment therefor.

  • Non-Survival of Representations, Warranties and Agreements None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIII.

  • Survival of Representations and Warranties and Covenants All representations and warranties made by the parties hereto, and all covenants and other agreements of the parties hereto, in this Subscription Agreement shall survive the Closing.

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