BRING-DOWN OF SELECTED REPRESENTATIONS AND WARRANTIES Sample Clauses

BRING-DOWN OF SELECTED REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company set forth in the following portions of the indicated Sections of this Agreement shall be true and correct as of the Second Closing Date: (1) the first two sentences of Section 4.1; (2) the last sentence of Section 4.2; (3) the first sentence of Section 4.3; and (4) the second sentence of Section 4.3, except as to clause (ii) thereof. In addition to being subject to the satisfaction of the conditions specified in Sections 3.2.1, 3.2.2 and 3.2.3, the Purchaser's obligations to purchase the Remaining Shares shall also be conditioned on Purchaser's receipt from the Company of an opinion of O'Melveny & Xxxxx LLP, dated the Second Closing Date, in the form attached hereto as EXHIBIT C.
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BRING-DOWN OF SELECTED REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company set forth in the following portions of the indicated Sections of this Agreement shall be true and correct as of the Closing Date: (1) the first two sentences of Section 3.1; (2) the last sentence of Section 3.2; (3) the first sentence of Section 3.3; and (4) the third sentence of Section 3.3, except as to clause (ii) thereof.
Sample 1

Related to BRING-DOWN OF SELECTED REPRESENTATIONS AND WARRANTIES

  • Bring Down of Representations and Warranties Each acceptance by the Company of an offer to purchase the Shares hereunder, and each execution and delivery by the Company of a Terms Agreement, shall be deemed to be an affirmation to the Manager that the representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance or of such Terms Agreement as though made at and as of such date, and an undertaking that such representations and warranties will be true and correct as of the Settlement Date for the Shares relating to such acceptance or as of the Time of Delivery relating to such sale, as the case may be, as though made at and as of such date (except that such representations and warranties shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented relating to such Shares).

  • FUND REPRESENTATIONS AND WARRANTIES Each Fund hereby represents and warrants that (a) it is duly organized and validly existing in good standing in its jurisdiction of organization; (b) it has the requisite power and authority under applicable law and its organic record to enter into and perform this Agreement; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) no legal or administrative proceedings have been instituted or threatened which would materially impair the Fund’s ability to perform its duties and obligations under this Agreement; and (e) its entering into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Fund or any law or regulation applicable to it.

  • 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.

  • Company Representations and Warranties The Company represents and warrants to and agrees with each Subscriber that:

  • Additional Representations and Warranties The representations and warranties regarding creation, perfection and priority of security interests in the Receivables, which are attached to this Agreement as Exhibit C, are true and correct to the extent they are applicable.

  • 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.

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

  • Continuing representations and warranties The Borrower represents and warrants to the Bank that:

  • General Representations and Warranties To induce Agent and Lenders to enter into this Agreement and to make available the Commitments, Loans and Letters of Credit, each Obligor represents and warrants that:

  • 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.

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