XXXX’x and XXX’x Representations and Warranties Sample Clauses

XXXX’x and XXX’x Representations and Warranties. To induce PERICOM to enter into this Agreement and the transaction contemplated hereunder, XXXX and LIU hereby jointly and severally represent and warrant to PERICOM that as of the date hereof and the Closing Date, except as set forth otherwise in this Agreement or otherwise disclosed by writing to PERICOM before the Closing (all statements and information contained therein shall be deemed to be representations and warranties made under this Article 3), the statements in this Article 3 are in all respects all true, complete, and Share Purchase Agreement not misleading. It is acknowledged and agreed that PERICOM enters into this Agreement and the transaction contemplated hereby solely in reliance on the representations and warranties made by XXXX and XXX hereunder.
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XXXX’x and XXX’x Representations and Warranties. To induce eCERA to enter into this Agreement and the transaction contemplated hereunder, XXXX and LIU hereby jointly and severally represent and warrant to eCERA that as of the date hereof and the Closing Date, except as set forth otherwise in this Agreement or Share Purchase Agreement otherwise disclosed by writing to eCERA before the Closing (all statements and information contained therein shall be deemed to be representations and warranties made under this Article 3), the statements in this Article 3 are in all respects all true, complete, and not misleading. It is acknowledged and agreed that eCERA enters into this Agreement and the transaction contemplated hereby solely in reliance on the representations and warranties made by XXXX and XXX hereunder.
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Related to XXXX’x and XXX’x Representations and Warranties

  • Your Representations and Warranties You represent and warrant to the Company that:

  • Licensor’s Representations and Warranties Licensor represents and warrants to Licensee that:

  • Exclusive Representations and Warranties Other than the representations and warranties set forth in this Article V, Seller is not making any other representations or warranties, express or implied, with respect to the Products or the Transferred Assets or the Product Technology or any other matter, including but not limited to any warranty of merchantability or fitness for a particular purpose or infringement of third party rights, and all such warranties are disclaimed.

  • Licensee’s Representations and Warranties LICENSEE represents and warrants that:

  • Investment Representations and Warranties The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the 1933 Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

  • Ongoing Representations and Warranties If, at any time during the term of this Agreement, it discovers any fact or omission, or any event or change of circumstances has occurred, which would make any of its representations and warranties herein inaccurate or incomplete in any material respect, it will provide prompt written notification to the Sub-Adviser of such fact, omission, event, or change of circumstance, and the facts related thereto. The Adviser agrees that it will provide prompt notice to the Sub-Adviser in the event that: (i) the Adviser makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, or is otherwise adjudged bankrupt or insolvent by a court of competent jurisdiction; or (ii) a material event occurs that could reasonably be expected to adversely impact the Adviser’s ability to perform this Agreement.

  • Party A’s Representations and Warranties Party A represents and warrants as follows:

  • Breaches of Representations and Warranties The Company agrees to indemnify the Purchaser and hold it harmless from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way related any assertion based on, grounded upon resulting from a Breach of any of the Company's representations and warranties contained herein. The Company shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the consent of the Purchaser and with counsel reasonably satisfactory to the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Purchaser in respect of such claim but failure to so notify the Purchaser shall not limit its obligations hereunder. The Company agrees that it will not enter into any settlement of any such claim without the consent of the Purchaser unless such settlement includes an unconditional release of the Purchaser from all liability that is the subject matter of such claim. In addition to the obligations of the Company set forth in this Section 9.01(a), the Purchaser may pursue any and all remedies otherwise available at law or in equity, including, but not limited to, the right to seek damages. The provisions of this Section 9.01(a) shall survive termination of this Agreement. It is understood and agreed that the obligations of the Company set forth in Sections 3.03 and 9.01(a) to cure, substitute for or repurchase a defective Mortgage Loan and to indemnify the Purchaser constitute the sole remedies of the Purchaser respecting a Breach of the representations and warranties set forth in Section 3.01 and 3.02.

  • Buyer Representations and Warranties The Buyer represents and warrants to the Company and Seller that:

  • Licensee Representations and Warranties Licensee represents and warrants as follows:

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