Xxxxxxxx’x Representations and Warranties and Covenants Sample Clauses

Xxxxxxxx’x Representations and Warranties and Covenants. (a) Xxxxxxxx makes the representations and warranties set forth in this Section 16, effective as of the Effective Date or the Option Exercise Date, or and/or Close of Escrow, as applicable and, in accordance with Section 6(a)(vi), as of the Close of Escrow. For the purpose of this Agreement, usage of “Xxxxxxxx’x actual knowledge”, or words to such effect, shall mean the actual current knowledge of Xxx Xxxxxxxx existing as of the Effective Date or as of the Close of Escrow, as applicable. To the extent that Xxxxxxxx becomes aware of any conflict with or inaccuracy in the representations and warranties set forth herein after the Effective Date and prior to the Close of Escrow, Xxxxxxxx shall provide to Authority a written notice thereof, in which case Authority, within five (5) calendar days after the delivery of such notice, shall only have the right to either (i) terminate this Agreement as the failure of a condition, in which case the provisions of Section 6(c) shall apply, or (ii) proceed with the transaction described herein, thereby automatically waiving any rights that Authority may have against Xxxxxxxx as a result of such conflicting and/or inaccurate representation or warranty. In the event Authority becomes aware of any such conflict or inaccuracy prior to the Close of Escrow, and thereafter purchases the Doi Property (whether or not having disclosed the conflict or inaccuracy to the Xxxxxxxx), Authority shall be deemed to have proceeded in accordance with Subsection (ii) above, and shall have waived all rights against Xxxxxxxx and shall have released Authority from any claims or damages in relation to, any such conflict or inaccuracy as described in the immediately preceding sentence.
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Related to Xxxxxxxx’x Representations and Warranties and Covenants

  • Representations Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Collateral Agent, for the benefit of the Secured Parties, that:

  • SELLER’S WARRANTIES, REPRESENTATIONS AND COVENANTS As an inducement to Buyer to enter into this Agreement and to purchase the Property, Seller warrants, represents, and covenants to Buyer, as follows:

  • Survival of Representations, Warranties and Covenants The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will terminate at the Effective Time, except that any covenants that by their terms survive the Effective Time will survive the Effective Time in accordance with their respective terms.

  • BUYER’S WARRANTIES, REPRESENTATIONS AND COVENANTS Buyer: (i) if an entity, is a lawfully constituted entity, duly organized, validly existing, and in good standing under the laws of New Hampshire or another state; (ii) has the authority and power to enter into this Agreement and to consummate the transactions contemplated herein; and (iii) upon execution hereof will be legally obligated to Seller in accordance with the terms and provisions of this Agreement.

  • WARRANTIES, REPRESENTATIONS AND COVENANTS Mortgagor warrants, represents and covenants to Mortgagee as follows:

  • Seller’s Representations, Warranties and Covenants Seller hereby represents, warrants and covenants to Buyer as follows:

  • Covenants Representations and Warranties The General Partner covenants, represents and warrants that the following are presently true, will be true at the time of each Capital Contribution payment made by the Limited Partner and will be true during the term of this Agreement, to the extent then applicable.

  • Representations, Warranties and Covenants of Recipient Recipient represents, warrants and covenants for the benefit of the Grantor as follows:

  • Representations and Warranties True The representations and warranties of the Seller hereunder shall be true and correct on the Closing Date with the same effect as if then made, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to the Closing Date.

  • Warranties and Covenants In addition to the representations, warranties and covenants contained in this Agreement, the Seller hereby represents, warrants and covenants to the Issuer as follows on the Closing Date:

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