Breach of Agreements Representations and Warranties Sample Clauses

Breach of Agreements Representations and Warranties. 6.1. BREACH OF SELLER'S OR SHAREHOLDER'S AGREEMENTS, REPRESENTATIONS AND WARRANTIES. Seller and Shareholder shall indemnify and hold harmless CBC and Buyer from and against any loss, damage, liability, claim, demand, judgment or expense, including claims of third parties arising out of ownership of the Assets or the operation of the Station by Seller prior to Closing, and including without being limited to, reasonable counsel fees and reasonable accounting fees, arising out of or sustained by CBC or Buyer by reason of any material breach of any warranty, representation, covenant or agreement of Seller or Shareholder contained herein or in the Schedules attached hereto; provided, however, that such indemnification shall be required only if written notice, with respect to any matter for which indemnification is claimed, is given. Upon receipt of such written notice, Seller shall have the right, if it involves a liability to a third party, to defend or compromise such matter at Seller's sole cost and expense, and Buyer shall cooperate fully in such defense.
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Breach of Agreements Representations and Warranties 
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Related to Breach of Agreements Representations and Warranties

  • Survival of Agreements, Representations and Warranties All agreements, representations and warranties contained herein or made in writing by or on behalf of the Company or the Subscriber, as the case may be, in connection with the transactions contemplated by this Agreement shall survive the execution and delivery of this Agreement and the sale and purchase of the Shares and payment therefor.

  • Breach of Representations and Warranties Any material representation or warranty of the Borrower made herein, in the Subscription Agreement, or in any agreement, statement or certificate given in writing pursuant hereto or in connection therewith shall be false or misleading in any material respect as of the date made and the Closing Date.

  • Survival of Agreements, Representations and Warranties, etc All representations and warranties contained herein shall survive the execution and delivery of this Agreement.

  • 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.

  • THE PARTIES; REPRESENTATIONS AND WARRANTIES All references in this Agreement to the “Fund” are to each of the management investment companies listed on Appendix A, and each management investment company made subject to this Agreement in accordance with Section 20.6 above, individually, as if this Agreement were between the individual Fund and the Custodian. In the case of a series organization, all references in this Agreement to the “Portfolio” are to the individual series of the series organization on behalf of the individual series. Any reference in this Agreement to “the parties” shall mean the Custodian and such other individual Fund as to which the matter pertains.

  • Survival of Covenants, Representations and Warranties All covenants, agreements, representations and warranties made herein or in any documents or other papers delivered by or on behalf of the Borrowers, or any of them, pursuant hereto shall be deemed to have been relied upon by the Lenders, regardless of any investigation made by or on behalf of the Lenders and shall survive the execution and delivery of this Master Agreement and the making by the Lenders of the Loans as herein contemplated and shall continue in full force and effect so long as any Loan, Obligation or any other amount due under this Agreement remains outstanding and unpaid or unsatisfied.

  • Certain Representations and Warranties Each of the parties hereto represents and warrants to the other that, as of the date hereof; this Agreement has been duly and validly authorized by all necessary action (corporate, limited liability company or otherwise) on the part of such party, has been duly executed and delivered by such party and constitutes the valid and legally binding obligation of such party, enforceable against such party in accordance with its terms and conditions.

  • Representations and Warranties by Seller Seller represents and warrants to Buyer as follows:

  • Other Covenants, Representations and Warranties Stockholder hereby represents and warrants to Parent and Acquisition as follows:

  • Tenant’s Representations and Warranties The undersigned represents and warrants to Landlord that (i) Tenant is duly organized, validly existing and in good standing in accordance with the laws of the state under which it was organized; (ii) all action necessary to authorize the execution of this Amendment has been taken by Tenant; and (iii) the individual executing and delivering this Amendment on behalf of Tenant has been authorized to do so, and such execution and delivery shall bind Tenant. Tenant, at Landlord's request, shall provide Landlord with evidence of such authority.

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