Other Representations Warranties Sample Clauses

Other Representations Warranties. Seller and Seller Owner acknowledge and agree that none of Buyer, its Affiliates or Representatives has made any representations or warranties regarding Buyer, the assets or operations of Buyer, its subsidiaries, the future performance of SRS and use of the Purchased Assets following the Closing, the probability of any Earn-Out Payments or otherwise in connection with the Contemplated Transactions, other than the representations and warranties expressly made in Section 3. Seller and Seller Owner further acknowledge and agree that materials that such Seller, Seller Owner and their respective Representatives have received from Buyer and its Representatives, may include projections, forecasts and predictions relating to Buyer’s business or the Company’s business following the Closing; that there are uncertainties inherent in attempting to make such projections, forecasts and predictions; that such Seller and Seller Owner are familiar with such uncertainties and are taking full responsibility for making their own evaluations of the adequacy and accuracy of all projections, forecasts, predictions and information so furnished; that Seller and Seller Owner shall not have any claims against Buyer, its officers, directors, Affiliates or Representatives with respect thereto; and that Seller and Seller Owner have not relied thereon. Seller and Seller Owner acknowledge that no Person has been authorized by Buyer to make any representation or warranty regarding Buyer, the assets or operations of Buyer, its subsidiaries, the future performance of SRS or the Buyer with respect to the Purchased Assets, the probability of any Earn-Out Payments or otherwise in connection with the Contemplated Transactions and, if made, such representation or warranty may not be relied upon as having been authorized by Buyer or its Affiliates.
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Other Representations Warranties a) Client represents and warrants to Libchalk as follows:
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Other Representations Warranties 
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Related to Other Representations Warranties

  • Representations; Warranties 14.1 Each Party represents that it has authority to enter into this Agreement and to do all things necessary to procure the fulfilment of its obligations in terms of this Agreement.

  • Purchaser’s Representations, Warranties and Covenants In order to induce the Issuer to sell and issue the Securities to the Purchaser under one or more exemptions from registration under the Securities Act, the Purchasers, severally and not jointly, represent and warrant to the Issuer, and covenant with the Issuer, that:

  • Representations Warranties and Indemnities You represent and warrant to Prime Publishing and its Affiliates that (a) you have the right, power, and authority necessary to enter into this Agreement, to fully perform your obligations hereunder, and to grant the licenses set forth in Paragraphs 3 and 5 above, (b) you will comply fully with all terms of this Agreement, (c) the Materials submitted to Prime Publishing by you, and Prime Publishing's and its Affiliates' exercise of their rights hereunder, do not and will not violate, misappropriate or infringe any intellectual property right, including but not limited to trademark rights, copyrights, moral rights and publicity rights of any third party, (d) you possess all rights necessary for the reproduction, distribution, transmission, public performance, public display, and other exploitation of the Materials by Prime Publishing and its Affiliates as permitted hereunder, (e) the Materials are not pornographic, obscene, libelous, defamatory, tortious, or otherwise unlawful, and (f) all factual statements submitted by you are accurate and not misleading. You agree to indemnify, defend, and hold Prime Publishing and its Affiliates harmless from all claims, liabilities, damages, and expenses (including, without limitation, reasonable attorneys' fees and expenses) arising from your breach of any representation or warranty set forth in this paragraph. 8)

  • Representations, Warranties and Agreements Section 6.01.

  • Subscriber’s Representations, Warranties and Agreements To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:

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

  • INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS The Investor represents and warrants to the Company, and covenants, that:

  • Representations, Warranties and Agreements of Seller The Seller agrees and acknowledges that it shall, as a condition to the consummation of the transactions contemplated hereby, make the representations and warranties specified in Section 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement, as of the Closing Date. The meaning of the term "Agreement" as used in Sections 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement shall include this Agreement. The Seller, without conceding that the Mortgage Loans are securities, hereby makes the following additional representations, warranties and agreements which shall be deemed to have been made as of the Closing Date:

  • 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:

  • Representations, Warranties and Agreements of the Purchaser The Purchaser hereby represents and warrants to, and agrees with, the Company as follows:

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