Additional Matters With Respect to Representations and Warranties Sample Clauses

Additional Matters With Respect to Representations and Warranties. For the avoidance of doubt, no representation, warranty, or covenant is being made hereunder with respect to (a) any site which is an Excluded Site (except with respect to Section 5.14), (b) any Excluded Assets or (c) any Tower Subtenant Communications Equipment.
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Additional Matters With Respect to Representations and Warranties. For the avoidance of doubt, no representation, warranty, or covenant is being made hereunder with respect to any site which is an Excluded Site at the Applicable Closing.
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Additional Matters With Respect to Representations and Warranties. Representations and Warranties of the AT&T Newcos and the Sale Site Subsidiaries SECTION 6.1 Organization SECTION 6.2 Authority; Enforceability; No Conflicts
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Additional Matters With Respect to Representations and Warranties. For the avoidance of doubt, no representation, warranty, or covenant is being made hereunder with respect to (a) any Portfolio Site which is designated or deemed an Excluded Site (unless and until such site ceases to be designated or deemed an Excluded Site) in accordance with the terms of this Agreement (whether such designation or determination is prior to, as of or following the Initial Closing Date, any Subsequent Closing Date or the Final Closing Date), (b) any Secondary Sale Subsidiary until such Secondary Sale Subsidiary becomes a party to this Agreement by execution of the Joinder Agreement, or (c) by or with respect to any of the Sale Site Subsidiary or the Secondary Sale Subsidiary or their respective assets or liabilities until such time as the Initial Closing Internal Transfer or the Subsequent Closing Internal Transfer, as applicable, have occurred (and then, only on and as of the applicable Closing Date).
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Related to Additional Matters With Respect to Representations and Warranties

  • Limitations on Representations and Warranties Except for the representations and warranties specifically set forth in this Agreement, neither Purchaser nor any of its agents, Affiliates or representatives, nor any other Person, makes or shall be deemed to make any representation or warranty to Seller, express or implied, at law or in equity, with respect to the transactions contemplated hereby, and Purchaser hereby disclaims any such representation or warranty whether by Purchaser or any of its officers, directors, employees, agents or representatives or any other Person.

  • Nonsurvival of Representations and Warranties None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

  • Restatement of Representations and Warranties The Borrower hereby restates and renews each and every representation and warranty heretofore made by it in the Credit Agreement and the other Loan Documents as fully as if made on the date hereof, except to the extent that any representation or warranty related to an earlier specified date, and with specific reference to this Amendment and all other loan documents executed and/or delivered in connection herewith.

  • Representations and Warranties of the Parties (a) The Sub-Adviser represents and warrants to the Advisers as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the Advisers; (iv) The Sub-Adviser will furnish the Advisers with certificates of insurance in forms and substance reasonably acceptable to the Advisers evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each Adviser represents and warrants to the Sub-Adviser as follows: (i) Each Adviser is registered under the Advisers Act; and (ii) Each Adviser and the Trust has duly authorized the execution of this Agreement by the Advisers.

  • Exclusivity of Representations and Warranties NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE COMPANY OR ANY OF ITS RESPECTIVE REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE IV, NEITHER PARENT, MERGER SUB NOR ANY OTHER PERSON MAKES, AND PARENT AND MERGER SUB, EACH EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE MERGER TRANSACTIONS, INCLUDING AS TO THE MATERIALS RELATING TO THE BUSINESS AND AFFAIRS OR HOLDINGS OF PARENT, MERGER SUB OR ITS SUBSIDIARIES THAT HAVE BEEN MADE AVAILABLE TO THE COMPANY, AND NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY THE COMPANY OR ANY OF THEIR AFFILIATES OR REPRESENTATIVES IN EXECUTING, DELIVERING OR PERFORMING THIS AGREEMENT OR THE MERGER TRANSACTIONS. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE IV.