REPRESENTATIONS AND WARRANTIES GIVEN BY THE SELLER Sample Clauses

REPRESENTATIONS AND WARRANTIES GIVEN BY THE SELLER. In order to ensure the complete information of the Purchaser, the Seller has disclosed to it as well as to its advisers the documents and information (texts of questions and texts of responses together with photocopies of all documents) set forth in Exhibit XVII (hereafter referred to as the "Audit Information"), and which include, among others, legal, financial accounting and commercial matters; the Purchaser has, in addition, met the statutory auditors of the Companies and, with the consent of the Seller, has consulted their files and has also caused its advisors to perform an accounting and financial audit, a legal audit and an environmental audit on the different sites operated by the Companies. The Purchaser is aware that the management of the Companies was not carried out by the Seller before June 26, 1997.
Sample 1
AutoNDA by SimpleDocs
REPRESENTATIONS AND WARRANTIES GIVEN BY THE SELLER. The Seller represents and warrants to the Purchaser that that all of the statements contained in this Schedule 2, Part 1 are true and correct as of the date of this Agreement and as of the Closing Date, provided that each of the Operational Warranties is qualified in its entirety by, and is given only to the extent of, the Seller’s awareness as set out in Clause 1.7 of this Agreement:
Sample 1
REPRESENTATIONS AND WARRANTIES GIVEN BY THE SELLER. The Seller hereby makes the following representations and warranties with respect to the Companies. The Seller hereby acknowledges that the Purchaser has agreed to enter into this Agreement on the basis of these representations and warranties, and is relying on these representations and warranties regardless of the participation of the Purchaser's auditors in reviewing financial statements of the Companies and any other investigation which the Purchaser may have directly or indirectly made. Each schedule pursuant to the following sections of the Article IV relates solely to the section or the part of the section the number of which it bears subject to express specific cross-references in such schedule.
Sample 1
REPRESENTATIONS AND WARRANTIES GIVEN BY THE SELLER. To the exclusion of all other representations and warranties, whether express, implied or statutory and except as set forth in the Exhibits attached hereto, the Seller hereby makes the following representations and warranties to SFP (and to Plastimo France with respect to the Plastimo UK Shares) as to facts existing as of the date hereof and events which have or have not occurred on or prior to the date hereof. The Seller hereby acknowledges that SFP and Plastimo France have agreed to enter into this Agreement on the basis of these representations and warranties, and are relying on these representations and warranties regardless of the participation of SFP's auditors in reviewing financial statements of the Companies and any other investigation which SFP may have made. It is expressly understood and agreed that any reference in this Article II to the knowledge of the Seller shall refer to the actual knowledge of Xx. Xxxx X. Schmidt (who is a director of Plastimo France) and/or Xx. Xxxxxxxx Blime (who is a director of Plastimo France and Plastimo UK).
Sample 1

Related to REPRESENTATIONS AND WARRANTIES GIVEN BY THE SELLER

  • Representations and Warranties by the Seller The Seller represents and warrants to the Purchaser that:

  • Representations and Warranties of the Seller The Seller represents and warrants as follows:

  • Representations and Warranties by the Company The Company represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE SELLERS Each of the Sellers, jointly and severally, represents and warrants to the Buyer as follows:

  • Representations and Warranties by the Purchaser The Purchaser represents and warrants to the Company as of the time of issuance of the Notes and Warrants as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES Each Seller Party hereby represents and warrants to the Agent and the Purchasers, as to itself, as of the date hereof and as of the date of each Incremental Purchase and the date of each Reinvestment that:

  • Representations and Warranties by the Parties A. Each Partner that is an individual represents and warrants to each other Partner that (i) such Partner has the legal capacity to enter into this Agreement and perform such Partner’s obligations hereunder, (ii) the consummation of the transactions contemplated by this Agreement to be performed by such Partner will not result in a breach or violation of, or a default under, any agreement by which such Partner or any of such Partner’s property is or are bound, or any statute, regulation, order or other law to which such Partner is subject, (iii) such Partner is a “United States person” within the meaning of Section 7701(a)(30) of the Code, and (iv) this Agreement is binding upon, and enforceable against, such Partner in accordance with its terms.

  • Representations and Warranties by the Trust The Trust represents and warrants that:

  • Representations and Warranties by the Borrower To induce the Bank to enter into this agreement and to extend credit or other financial accommodations under the Credit Facilities, the Borrower represents and warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities that each of the following statements is and shall remain true and correct throughout the term of this agreement and until all Credit Facilities and all Liabilities under the Notes and other Related Documents are paid in full: (a) its principal residence or chief executive office is at the address shown above, (b) its name as it appears in this agreement is its exact name as it appears in its Organizational Documents, (c) the execution and delivery of this agreement and the other Related Documents to which it is a party, and the performance of the obligations they impose, do not violate any Legal Requirement, conflict with any agreement by which it is bound, or require the consent or approval of any other Person, (d) this agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and are valid and binding agreements of those Persons, enforceable according to their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and by general principles of equity, (e) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank in connection with the Liabilities are accurate and fairly reflect the financial condition of the Persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates, (f) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) is pending or threatened against it, and no other event has occurred which may in any one case or in the aggregate materially adversely affect it or any of its Subsidiaries’ financial condition, properties, business, affairs or operations, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, (g) all of its tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by it in good faith and for which adequate reserves have been provided, (h) it is not an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended, (i) it is not a “holding company”, or a “subsidiary company” of a “holding company” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 1935, as amended, (j) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to this agreement or the Credit Facilities, (k) it owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted, (l) the execution and delivery of this agreement and the other Related Documents to which it is a party and the performance of the obligations they impose, if the Borrower is other than a natural Person (i) are within its powers, (ii) have been duly authorized by all necessary action of its governing body, and (iii) do not contravene the terms of its Organizational Documents or other agreement or document governing its affairs; (m) the ESOP is an “employee stock ownership plan” within the meaning of Section 4975(e)(7) of the Code and is qualified under Section 401 (a) of the Code, the ESOP has been duly established in accordance with and under applicable law, and the ESOP trust is a tax-exempt trust under Section 501(a) of the Code; (n) each employee benefit plan sponsored by the Borrower intended to be qualified under Section 401(a) of the Code complies in form and in operation, with the requirements of Section 401(a) of the Code, the relevant provisions of ERISA, and any other applicable laws, rules, and regulations; (o) neither the Borrower nor any ERISA affiliate of the Borrower, nor any trustee, administrator, party in interest, disqualified person, or fiduciary of any employee benefit plans, has engaged in a “prohibited transaction,” as that term is defined in Section 4975 of the Code or Section 406 of ERISA, which could directly or indirectly subject the applicable employee benefit plan, trust, the Borrower or any ERISA affiliate to any liability under the Code or ERISA; and (p) the securities of Borrower’s parent held by the ESOP are employer securities that are readily tradable on an established securities market within the meaning of Section 409(l)(1) of the Code.

  • Representations and Warranties of the Sponsor The Sponsor represents and warrants to the Purchaser as follows:

Time is Money Join Law Insider Premium to draft better contracts faster.